Churchill Capital Corp XI 8-K

What Happened Churchill Capital Corp XI (CCXI) and Agility Robotics, Inc. announced that they confidentially submitted a draft registration statement on Form S-4 to the SEC on July 13, 2026 in connection with the previously disclosed Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) entered into on June 24, 2026. The companies issued a joint press release on July 14, 2026 (attached as Exhibit 99.1 to the 8-K) to announce the S-4 submission. The Form S-4 will include the proxy statement/prospectus needed to solicit shareholder votes and describe the securities to be issued in the transaction.

Key Details

• Merger Agreement signed: June 24, 2026 (parties: Churchill, BLB Merger Sub, Inc., and Agility Robotics, Inc.).
• Draft Form S-4 confidentially submitted to the SEC: July 13, 2026; joint press release dated July 14, 2026 (Exhibit 99.1).
• The Registration Statement on Form S-4 will include preliminary and definitive proxy statement/prospectus for Churchill XI shareholders and the prospectus for securities to be issued to Agility stockholders.
• Filing contains forward‑looking statements and detailed risk factors; shareholders should review the S-4/proxy once filed and the filings will be available free at www.sec.gov or by request to Churchill XI.

Why It Matters Submission of a draft S-4 is a key regulatory step toward completing the merger: it starts the formal process that will lead to a shareholder vote and provides investors detailed information about the transaction, terms, risks, and proposed financing. However, the merger remains subject to conditions (including shareholder and regulatory approvals and other closing conditions), and the companies caution that there are many risks and no assurance the deal will close. Investors should read the eventual proxy statement/prospectus and related SEC filings before making voting or investment decisions.