Churchill Capital Corp XI 8-K

What Happened
On June 24, 2026 Churchill Capital Corp XI (the SPAC) entered into an Agreement and Plan of Merger and Reorganization to combine with Agility Robotics, Inc. Merger Sub (a Churchill subsidiary) will merge into Agility, with Agility surviving as a wholly‑owned subsidiary of Churchill after Churchill domesticates to Delaware and changes its name to “Agility Robotics, Inc.” The agreement sets a pre‑money equity value for Agility of $2,500,000,000 and contemplates a concurrent PIPE of approximately $200 million (at $10.00 per share). Closing is conditioned on customary SPAC deal conditions, Nasdaq listing of the post‑closing common stock, shareholder approvals, an effective S‑4/registration statement, and a Minimum Cash Condition of $200,000,000. Churchill and Agility filed a press release and investor presentation with the 8‑K.

Key Details

• Pre‑money Equity Value for Agility: $2,500,000,000.
• PIPE Investment: approximately $200 million at $10.00 per share (to close immediately prior to the merger).
• Minimum Cash Condition to SPAC close: at least $200,000,000 available in trust plus net incremental financing.
• Corporate actions: Churchill will domesticate to Delaware and be renamed “Agility Robotics, Inc.”; all outstanding Agility options will be assumed and converted into options for Domesticated SPAC common stock.

Why It Matters
This 8‑K signals a definitive SPAC business combination that would make Agility Robotics a publicly‑listed company through Churchill. The $2.5B valuation and ~$200M PIPE provide a view of the transaction size and committed financing; the Minimum Cash Condition ($200M) and Nasdaq listing requirement are material closing conditions investors should watch. Sponsor and key shareholders have signed voting/support agreements, which reduces closing risk but does not guarantee completion (the agreement can be terminated under customary circumstances, and the deal must close by Dec. 31, 2026 unless extended). The filing also includes registration‑rights and lockup provisions for new holders and a post‑closing advisory agreement (fee: $250,000 per quarter) disclosed in the exhibits.