{"url_path":"/sec/ccxi/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-071287-index.html","accession_number":"0001213900-26-071287","cik":"0002074973","ticker":"CCXI","issuer_name":"Churchill Capital Corp XI","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-071287-index.html","primary_entity_key":"0002074973","primary_entity_name":"Churchill Capital Corp XI"},"word_count":4075,"has_tables":true,"body_markdown":"**Item 1.01\nEntry into a Material Definitive Agreement.**\n\n \n\nOn June 24, 2026, Churchill Capital Corp XI (“Churchill”\nor “we”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)\nby and among Churchill, BLB Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Churchill (“Merger\nSub”), and Agility Robotics, Inc., a Delaware corporation (the “Company”).\n\n \n\nPursuant to the Merger Agreement, and on the terms\nand subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination\ntransaction by which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned\nsubsidiary of Churchill (the “Merger”). The transactions contemplated by the Merger Agreement, including the PIPE Investment\n(as defined below), are referred to as the “Transactions.”\n\n \n\nThe proposed Merger is expected to be consummated\nfollowing the receipt of the required approvals by the shareholders of Churchill and the Company and the satisfaction or waiver of certain\nother closing conditions set forth in the Merger Agreement.\n\n** **\n\n**Merger Agreement**\n\n* *\n\n*The Domestication*\n\n \n\nSubject to obtaining the required shareholder\napprovals and at least one day prior to the time of the closing (the “Closing,” and, the date on which the Closing\noccurs, the “Closing Date”) of the Merger, Churchill will deregister as a Cayman Islands exempted company and transfer\nby way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).\nIn connection with the Domestication, Churchill will file with the Secretary of State of the State of Delaware a certificate of incorporation\n(the “Domesticated SPAC Charter”). Among other things, the Domesticated SPAC Charter will change Churchill’s\nname to “Agility Robotics, Inc.”(such company after the Domestication, “Domesticated SPAC”) and set forth\nthe rights and preferences of the equity interests of Domesticated SPAC, including following the completion of the Merger.\n\n \n\nImmediately prior to the Domestication, each of\nthe then issued and outstanding Class B ordinary shares of Churchill, par value $0.0001 per share (each, a “Cayman Class B Share”),\nwill be converted, on a one-for-one basis, into a Class A ordinary share of Churchill, par value $0.0001 per share (each, a “Cayman\nClass A Share”). Pursuant to the Domestication: (i) each of the then issued and outstanding Cayman Class A Shares will convert\nautomatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Domesticated SPAC (the “Domesticated\nSPAC Common Stock”); (ii) each of the then issued and outstanding warrants to acquire Cayman Class A Shares (each, a “Cayman\nSPAC Warrant”) will convert automatically into a warrant to acquire a corresponding number of shares of Domesticated SPAC Common\nStock, on a one-for-one basis, pursuant to the related warrant agreement (each warrant, a “Domesticated SPAC Warrant”);\nand (iii) each of the then issued and outstanding units of Churchill will be canceled and each holder will be entitled to one share of\nDomesticated SPAC Common Stock and one-tenth of one Domesticated SPAC Warrant.\n\n* *\n\n*Merger Consideration*\n\n \n\nThe value of the aggregate consideration to be\npaid to the stockholders, holders of options and holders of other convertible securities of the Company at the Closing will be based on\na pre-money equity value of the Company of $2,500,000,000 (the “Equity Value”). The Equity Value will be used to calculate\nthe Exchange Ratio (as defined below). Each outstanding share of capital stock of the Company, subject to certain exceptions set forth\nin the Merger Agreement, will be cancelled and converted into the right to receive consideration as a result of the Merger in the form\nof shares of Domesticated SPAC Common Stock based on the Exchange Ratio, which entitles the holder to one vote per share in matters submitted\nto the stockholders of Domesticated SPAC for approval. The “Exchange Ratio” will be equal to (i) the Per Share Equity\nValue divided by (ii) the amount to be paid from Churchill’s trust account for each Cayman Class A Share tendered for redemption,\nwhere the “Per Share Equity Value” is the quotient obtained by dividing the (x) sum of (A) the Equity Value plus (B)\nthe aggregate exercise price of all outstanding options to purchase shares of the Company (“Company Options”) (whether\nvested or unvested) by (y) the sum of the (A) aggregate number of shares of common stock of the Company (“Company Common Stock”)\noutstanding as of immediately prior to the Merger (after giving effect to the conversions of each share of preferred stock, simple agreements\nfor future equity (SAFEs) and all equity securities of the Company issued or issuable in connection with a Permitted Bridge Financing\n(as defined in the Merger Agreement), into shares of Company Common Stock, in accordance with their terms, prior to the Closing) and (B)\nto the extent not already included in clause (A), the aggregate number of shares of Company Common Stock issuable in respect of all Company\nOptions, all issued and outstanding warrants to purchase or otherwise acquire Company Common Stock, or other convertible securities that\nis convertible into or exchangeable for capital stock of the Company (in each case, whether vested or unvested) prior to the Merger and\n(C) to the extent not already included in clause (A) or (B), the aggregate number of shares of Company Common Stock issuable upon the\nconversion, exercise, exchange or settlement of all securities issued in connection with any Permitted Bridge Financing, in each case,\nto the extent outstanding as of immediately prior to the Merger.\n\n* *\n\n**\n\n-1-\n\n \n\n* *\n\n*Treatment of Options of the Company*\n\n \n\nAs a result of the Merger, all vested and unvested\nCompany Options outstanding as of immediately prior to the Merger will be assumed by Churchill, and will become options to purchase shares\nof Domesticated SPAC Common Stock on the same terms and conditions (including applicable vesting, exercise, termination and expiration\nprovisions) as are in effect with respect to such Company Option immediately prior to the Merger (each, an “Exchanged Option”).\nEach Exchanged Option will represent the right to acquire the whole number of shares of Domesticated SPAC Common Stock equal to the product\nof the number of shares of Company Common Stock that were subject to such option immediately prior to the Merger, multiplied by the Exchange\nRatio, and such Exchanged Option’s per-share exercise price will be equal to the quotient of the exercise price per share of Company\nCommon Stock immediately prior to the Merger divided by the Exchange Ratio, subject to rounding.\n\n* *\n\n*Representations and Warranties; Covenants*\n\n \n\nThe Merger Agreement contains customary representations,\nwarranties and covenants made by each of the Company and Churchill, including, among others, covenants providing for (i) the operation\nof the parties’ respective businesses during the interim period between the execution of the Merger Agreement and the Closing, (ii)\nChurchill and the Company’s efforts to satisfy conditions to the Closing, (iii) Churchill and the Company to cease discussions for\nalternative transactions, (iv) Churchill to prepare and file a registration statement and a proxy statement on Form S-4 (the “Registration\nStatement”) for the purpose of soliciting proxies from Churchill’s shareholders to vote on certain matters related to\nthe Transactions (the “SPAC Stockholder Matters”), including adoption of the Merger Agreement and approval of the Transactions,\napproval of the Domestication (including adoption of the Domesticated SPAC Charter upon such Domestication), approval of the issuance\nof Domesticated SPAC Common Stock in connection with the Transactions and certain other matters at a special meeting called of Churchill’s\nshareholders (the “Special Meeting”), and (v) the Company to solicit approval of certain matters by the stockholders\nof the Company by written consent, including adoption of the Merger Agreement and approval of the Transactions (the “Company\nStockholder Matters”).\n\n* *\n\n*Conditions to Closing*\n\n \n\nThe Closing is subject to customary closing conditions\nfor special purpose acquisition company transactions, including, among others: (i) the expiration or termination of the waiting period\nunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) no order by a governmental authority preventing, materially\nrestraining, enjoining or otherwise prohibiting the consummation of the Transactions or law being in force that prevents or materially\nrestrains the consummation of the Transactions; (iii) approval by the SPAC’s shareholders of the SPAC Stockholder Matters; (iv)\napproval by the Company’s stockholders of the Merger Agreement and the Transactions; (v) the adoption and execution of any organizational\ndocuments or agreements necessary to give effect to the governance arrangements contemplated by the Merger Agreement and the other transaction\ndocuments contemplated therein; (vi) shares of the Domesticated SPAC Common Stock being listed on The Nasdaq Stock Market LLC (“Nasdaq”);\nand (vii) the Registration Statement becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities\nAct”).\n\n \n\n-2-\n\n \n\n \n\nAdditionally, the obligation of the Company to\nconsummate the Transactions is also conditioned upon, among other things, (i) the amount of cash available in the Churchill’s trust\naccount (after reduction for the aggregate amount of Churchill shareholder redemptions payable by Churchill in connection with the Transactions\nbut before the payment of transaction expenses and repayment of certain loans, if any) plus the net proceeds of any incremental financing\nraised by Churchill in connection with the Transactions (the “Available Closing SPAC Cash”), being at least equal to\n$200,000,000 as of the Closing (such condition, the “Minimum Cash Condition”); (ii) no SPAC Material Adverse Effect\n(as defined in the Merger Agreement) having occurred with respect to Churchill that is continuing; (iii) the covenants of certain parties\nto the Amended and Restated Sponsor Agreement (as defined below) having been performed in all material respects; and (iv) termination\nof certain agreements.\n\n \n\nAdditionally, the obligation of SPAC to consummate\nthe Transactions is also conditioned upon, among other things, (i) the period for stockholders of the Company to demand dissenters’\nrights with respect to the Merger under Delaware law having expired, and no holder or holders, individually or in the aggregate, beneficially\nowning more than 5% of outstanding shares of the Company, on an as-converted to Company Common Stock basis, having properly exercised\ndissenters’ rights with respect to the Merger under Delaware law or validly exercised similar rights under the Company’s organizational\ndocuments as of the Closing, and (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to\nthe Company that is continuing.\n\n* *\n\n*Termination*\n\n \n\nThe Merger Agreement may be terminated in customary\ncircumstances set forth in the Merger Agreement, including, among others: (i) by mutual written consent of Churchill and the Company;\n(ii) by either Churchill or the Company if the Transactions are not consummated on or before December 31, 2026; (iii) by either Churchill\nor the Company if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental\norder or a statute, rule or regulation; (iv) by either Churchill or the Company if the other party has breached any of its covenants,\nagreements, representations or warranties which would result in the failure of certain conditions to be satisfied at the Closing, subject\nto cure rights; (v) by either Churchill or the Company if, at the Special Meeting, the Transactions and the other SPAC Stockholder Matters\nrequired to consummate the Transactions fail to be approved by holders of Churchill’s outstanding shares; (vi) by Churchill if the\nCompany fails to obtain the written consent of the Company’s stockholders holding the requisite number of shares of capital stock\nof the Company necessary to approve the Company Stockholder Matters (the “Company Stockholder Approval”) within 48\nhours of the Registration Statement being declared effective; or (vii) by the Company if the SPAC board of directors changes, withdraws,\nwithholds, qualifies or modifies (or publicly proposes to do) its recommendation to SPAC stockholders to approve the SPAC Stockholder\nMatters.\n\n \n\nThe foregoing description of the Merger Agreement\nand the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement\nand any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to\neach other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and\ncovenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations\nagreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about\nChurchill, the Company, or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties,\ncovenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates,\nwere solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties\n(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the\nMerger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting\nparties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries\nunder the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof,\nas characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning\nthe subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information\nmay or may not be fully reflected in Churchill’s public disclosures.\n\n \n\nThe foregoing description of the Merger Agreement\nis qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.\n\n** **\n\n****\n\n-3-\n\n \n\n** **\n\n**Related Agreements**\n\n** **\n\n**Company Voting and Support Agreement**\n\n \n\nConcurrently with the execution of the Merger\nAgreement, certain stockholders of the Company entered into Company Voting and Support Agreements (each, a “Company Voting and\nSupport Agreement”), in their capacity as such. Under the terms of the Company Voting and Support Agreements, such stockholders\nof the Company have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve the Transactions,\nand to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay\nor impair the ability of the Company to consummate the Transactions. The stockholders of the Company party to the Company Voting and Support\nAgreements hold sufficient shares of stock of the Company to effect the Company Stockholder Approval. In addition, each Company stockholder\nparty to a Company Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law.\nThe Company Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of the Company held\nby such stockholders prior to the Closing, subject to certain exceptions.\n\n \n\nThe foregoing description of the Company Voting\nand Support Agreement is not complete and is qualified in its entirety by reference to the form of Company Voting and Support Agreement\nfiled as Exhibit 10.2 to this Current Report on Form 8-K.\n\n** **\n\n**Amended and Restated Registration Rights Agreement**\n\n \n\nEffective upon the Closing, that certain Registration\nRights Agreement of Churchill, dated December 16, 2025, will be amended and restated, and Churchill, Sponsor and certain persons and entities\nreceiving Domesticated SPAC Common Stock in connection with the Merger (the “New Holders” and, together with Sponsor,\nthe “Reg Rights Holders”) will be parties to an Amended and Restated Registration Rights Agreement, attached as Exhibit\nE to the Merger Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights\nAgreement, the Domesticated SPAC will agree to use reasonable best efforts to (i) file with the Securities and Exchange Commission (the\n“SEC”) (at the Domesticated SPAC’s sole cost and expense) a registration statement registering the resale of\ncertain securities held by or issuable to the Reg Rights Holders within 30 calendar days after the Closing (the “Resale Registration\nStatement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the\nfiling thereof, but in no event later than the 105th calendar day (or 165th calendar day if the SEC notifies the Domesticated SPAC that\nit will “review” the Resale Registration Statement) after the Closing Date. In certain circumstances, the Reg Rights Holders\nmay demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights.\n\n \n\nPursuant to the A&R\nRegistration Rights Agreement, the New Holders have agreed not to transfer their respective shares until the earlier of (a) 180 days\nfollowing the Closing Date and (b) the date on which the dollar volume-weighted average price (“VWAP”)\nof one share of Domesticated SPAC Common Stock on the principal securities exchange or securities market on which the shares of\nDomesticated SPAC Common Stock are then traded equals or exceeds $12.00 per share during any\n15 trading days within the 180-day period following the Closing Date. Similar transfer restrictions will apply to the shares of\nDomesticated SPAC Common Stock issued to former securityholders of the Company in connection with the Merger pursuant to the Bylaws\nof Domesticated SPAC in effect following the Domestication and the Closing.\n\n \n\nThe foregoing description of the A&R Registration\nRights Agreement is not complete and is qualified in its entirety by reference to the A&R Registration Rights Agreement attached as\nExhibit E to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.\n\n** **\n\n****\n\n-4-\n\n \n\n** **\n\n**Amended and Restated Sponsor Agreement**\n\n \n\nIn connection with the\nexecution of the Merger Agreement, on June 24, 2026, Churchill amended and restated that certain letter agreement, dated December\n16, 2025, from the Sponsor and each of the persons undersigned thereto (the “Insiders”)\nto Churchill (the “Amended and Restated Sponsor Agreement”), pursuant to\nwhich each of the Sponsor and the Insiders agreed, among other things, (i) to vote or consent (or cause to be voted or consented)\nany of such Insider’s shares of Churchill capital stock (a) in favor of the adoption and approval of the Merger Agreement and\napproval of the Transactions and all other SPAC Stockholder Matters (and any actions required in furtherance thereof), (b) if\napplicable, in favor of waiving any and all anti-dilution rights the Sponsor may hold pursuant to the governance documents of\nChurchill, (c) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any\nrepresentation, warranty, covenant, obligation or agreement of Churchill contained in the Merger Agreement, (d) in favor of any\nproposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (1) there are not sufficient\nvotes to approve and adopt any of the matters described in clause (a) above on the dates on which such meetings are held or proposed\nto be held or (2) the Minimum Cash Condition has not been satisfied, and (e) against the following actions or proposals: (1) any\nBusiness Combination Proposal (as defined in the Merger Agreement) or any proposal in opposition to approval of the Merger Agreement\nor in competition with or inconsistent with the Merger Agreement and (2) (A) any change in the dividend policy or present\ncapitalization of SPAC or any amendment of the governance documents of Churchill or the Domesticated SPAC, except (x) as\ncontemplated by clause (a) above or (y) to the extent expressly contemplated by the Merger Agreement, (B) any liquidation,\ndissolution or other change in Churchill’s corporate structure or business (other than as may be proposed pursuant to an\nextension proxy), (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any\nmaterial respect of any representation, warranty, covenant, obligation or agreement of the Sponsor or any Insider under the Amended\nand Restated Sponsor Agreement, or (D) any other action or proposal involving Churchill or any of its subsidiaries that is intended,\nor would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions\n(excluding, for the avoidance of doubt, any action taken in connection with any valid action taken by Churchill to terminate the\nMerger Agreement in accordance with the terms thereof), (ii) not to redeem, elect to redeem or tender or submit any Cayman Class B\nShares, Cayman Class A Shares or Domesticated SPAC Common Stock owned by it, him or her for redemption in connection with any of the\nstockholder approvals or proposals described in clause (i) above, or in connection with any vote to amend the governance documents\nof Churchill or the Domesticated SPAC, and (iii) to vote in favor of the appointment or election of the individual(s) nominated for\nelection in the Registration Statement in accordance with Section 8.09 of the Merger Agreement to the board of directors of the\nDomesticated SPAC.\n\n \n\nThe foregoing description of the Amended and Restated\nSponsor Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Sponsor Agreement filed as\nExhibit 10.1 to this Current Report on Form 8-K.\n\n** **\n\n**Subscription Agreements**\n\n \n\nIn connection with the\nexecution of the Merger Agreement, on or about the date hereof, Churchill entered into certain common stock subscription agreements\n(the “Subscription Agreements”) with certain investment funds (the\n“PIPE Investors”) pursuant to which, Churchill has agreed to issue and\nsell to the PIPE Investors approximately $200 million of Domesticated SPAC Common Stock, par value $0.0001 (the “PIPE\nShares”) in reliance on an exemption from registration under Section 4(a)(2) under the Securities Act at a purchase\nprice of $10.00 per share (the “PIPE Investment”). The closing of the\nPIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other\ncustomary closing conditions, and the PIPE Investment will be consummated immediately prior to the Closing. The Subscription\nAgreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement, (ii) the mutual written\nagreement of the parties thereto and (iii) January 31, 2027 unless the Merger Agreement is otherwise extended, at the option of the\nsubscriber. The Subscription Agreements provide for, under certain circumstances, customary indemnities between Churchill and the\nPIPE Investors.\n\n \n\nThe Subscription Agreements provide that Churchill\nis required to file with the SEC, within 30 days after the consummation of the Transactions, a shelf registration statement covering the\nresale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon\nas practicable after the filing thereof but no later than the earlier of (i) the 90th day (or 150th day if the SEC notifies Churchill\nthat it will “review” such registration statement) following the Closing and (ii) the fifth business day after the date Churchill\nis notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed”\nor will not be subject to further review.\n\n \n\nThe foregoing description of the Subscription Agreements\nis not complete and is qualified in its entirety by reference to the Subscription Agreements, the form of which is attached as Exhibit\n10.3 to this Current Report and incorporated herein by reference.\n\n** **\n\n****\n\n-5-\n\n \n\n** **\n\n**Advisory Agreement**\n\n \n\nEffective upon the Closing, on June 24, 2026, Churchill\nand M. Klein & Company, through its affiliate, The Klein Group, LLC (the “Advisor”), entered into a certain Advisory\nAgreement (the “Advisory Agreement”), pursuant to which Advisor will provide financial advisory, strategic consulting,\nand business development services to the post-Closing Company. The Advisory Agreement has an initial term of two (2) years and may be\nextended upon mutual agreement of the parties.\n\n \n\nThe Advisory Agreement provides (i) for payments\nfrom the Domesticated SPAC to Advisor of a fixed cash retainer fee of $250,000 per quarter, and (ii) that in the event the Company undertakes\n(a) any merger, acquisition or other strategic transaction, or (b) any capital-markets financing (including an issuance of equity, debt\nor convertible securities in U.S. markets), the Company shall negotiate in good faith with Advisor or one of its affiliates regarding\nthe possible retention of the Advisor as a financial advisor for that transaction, in each case with such engagement to be covered by\na separate agreement between the post-Closing Company and Advisor, including mutually agreed fees and other terms.\n\n \n\nThe foregoing description of the Advisory Agreement\nis not complete and is qualified in its entirety by reference to the Advisory Agreement, the form of which is attached as Exhibit 10.4\nto this Current Report and incorporated herein by reference."}