UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-43020
Churchill Capital Corp XI
(Exact name of registrant as specified in its charter)
| Cayman Islands | 86-1959629 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 640 Fifth Avenue 14th Floor, New York, NY | 10019 |
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| (Address of principal executive offices) | (Zip Code) |
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(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Units, each consisting of one Class A Ordinary Share and one-tenth of one redeemable Warrant | CCXIU | The Nasdaq Stock Market LLC |
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| Class A Ordinary Shares, par value $0.0001 per share | CCXI | The Nasdaq Stock Market LLC |
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| 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 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of August 13, 2026, there were 41,900,000 Class A Ordinary Shares, par value $0.0001 per share, and 13,800,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page |
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| PART I – FINANCIAL INFORMATION | 1 | |
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| Item 1. | Financial Statements. | 1 |
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| Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 | 1 |
| Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and for the Period from June 4, 2025 (inception) through June 30, 2025 | 2 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2026 and for the Period from June 4, 2025 (inception) through June 30, 2025 | 3 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period from June 4, 2025 (inception) through June 30, 2025 | 4 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 26 |
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| Item 4. | Controls and Procedures. | 26 |
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| PART II – OTHER INFORMATION | 27 | |
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| Item 1. | Legal Proceedings. | 27 |
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| Item 1A. | Risk Factors. | 27 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 29 |
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| Item 3. | Defaults Upon Senior Securities. | 29 |
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| Item 4. | Mine Safety Disclosures. | 29 |
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| Item 5. | Other Information. | 29 |
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| Item 6. | Exhibits. | 30 |
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| SIGNATURES | 31 | |
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i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on March 26, 2026; |
| ● | “A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into by the Reg Rights Holders (as defined below) in connection with the closing of the Agility Robotics Business Combination (as defined below); |
| ● | “Administrative Support Agreement” are to the Administrative Support Agreement, dated December 16, 2025, which we entered into with an affiliate of our Sponsor (as defined below); |
| ● | “Advisor” are to The Klein Group, LLC, an affiliate of M. Klein & Company; |
| ● | “Advisory Agreement” are to that certain Advisory Agreement, dated as of June 24, 2026, by and among the Company and M. Klein & Company, through its affiliate, The Klein Group, LLC, as the same may be amended, modified, supplemented or waived from time to time; |
| ● | “Agility Common Stock” are to Agility Robotics, Inc.’s common stock, par value $0.0001 per share; |
| ● | “Agility Options” are to all issued and outstanding options to purchase or otherwise acquire shares of Agility Common Stock (whether vested or not vested) held by any person, that were granted under the Amended and Restated 2015 Equity Incentive Plan of Agility Robotics, Inc. or the 2026 Equity Incentive Plan of Agility Robotics, Inc.; |
| ● | “Agility Robotics, Inc.” are to Agility Robotics, Inc., a Delaware corporation; |
| ● | “Agility Robotics Business Combination” are to the Merger (as defined below) together with the other transactions contemplated by the Merger Agreement (as defined below) and the related agreements; |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “Amended and Restated Sponsor Agreement” are to the amended and restated letter agreement, dated as of June 24, 2026, by and among the Company, the Sponsor and the Insiders (as defined below); |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “August 2026 Note” are to an unsecured promissory note, dated August 7, 2026, issued by the Company to the Sponsor as a Working Capital Loan in the aggregate principal amount of up to $1,500,000; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “BTIG PIPE Engagement Letter” are to the engagement letter dated May 29, 2026, pursuant to which the Company engaged BTIG, LLC as a co-placement agent in connection with the PIPE Investment (as defined below); |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Capital Markets Advisory Agreement” are to the agreement dated May 26, 2026, pursuant to which the Company engaged Citi (as defined below) to serve as capital markets advisor to the Company; |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Citi” are to Citigroup Global Markets Inc.; |
| ● | “Citi PIPE Engagement Letter” are to the engagement letter, dated as of May 26, 2026, pursuant to which the Company engaged Citi as the lead placement agent in connection with the PIPE Investment; |
ii
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Closing” are to the closing of the Agility Robotics Business Combination; |
| ● | “Combination Period” are to (i) the 27-month period from the closing of the Initial Public Offering (as defined below) to March 18, 2028 (since we have executed a definitive agreement for an initial Business Combination by December 18, 2027), that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time; |
| ● | “Company,” “our,” “we,” or “us” are to Churchill Capital Corp XI, a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below); |
| ● | “Deferred Fees” are to the additional fee of $15,990,000 to which the Underwriter (as defined below) are entitled that is payable only upon our completion of the initial Business Combination; |
| ● | “Equity Value” are to the pre-money equity value of Agility Robotics, Inc. of $2,500,000,000; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “Exchange Ratio” are to the ratio equal to (i) the Per Share Equity Value (as defined below) divided by (ii) the amount to be paid from the Company's trust account for each Class A Ordinary Share tendered for redemption in connection with the Agility Robotics Business Combination; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on December 18, 2025; |
| ● | “Insiders” are to the Sponsor and each of the persons party to the Amended and Restated Sponsor Agreement; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $600,000 issued to our Sponsor on June 4, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on November 18, 2025, as amended, and declared effective on December 16, 2025 (File No. 333-291626), and the registration statement on Form S-1MEF (File No. 333-292183) filed with the SEC on December 16, 2025, which became effective upon filing; |
| ● | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
iii
| ● | “July 2026 Note” are to the unsecured promissory note, dated on July 2, 2026, issued by the Company to the Sponsor as a Working Capital Loan in the aggregate principal amount of up to $1,500,000; |
| ● | “Letter Agreement” are to the Letter Agreement, dated December 16, 2025, which we entered into with our Sponsor and our directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers; |
| ● | “Merger Sub” are to BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company; |
| ● | “Merger Agreement” are to the Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026, by and among the Company, Merger Sub and Agility Robotics, Inc.; |
| ● | “Merger” are to the intended merger by which Merger Sub will merge with and into Agility Robotics, Inc., with Agility Robotics, Inc. continuing as the surviving corporation and as a wholly owned subsidiary of the Company, pursuant to the Merger Agreement; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “New Holders” are to certain persons and entities receiving shares of common stock of the Company after domestication in connection with the Merger and entering into the A&R Registration Rights Agreement; |
| ● | “Option Units” are to the 5,400,000 units that were purchased by the Underwriter pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriter had to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Per Share Equity Value” are to the quotient obtained by dividing the (x) sum of (A) the Equity Value plus (B) the aggregate exercise price of all outstanding options to purchase shares of Agility Common Stock (whether vested or unvested) by (y) the sum of (A) the aggregate number of shares of Agility Common Stock outstanding as of immediately prior to the Merger (after giving effect to the conversions of each share of preferred stock, simple agreements for future equity (SAFEs) and all equity securities of Agility Robotics, Inc. issued or issuable in connection with a Permitted Bridge Financing (as defined in the Merger Agreement) into shares of Agility Common Stock, in accordance with their terms, prior to the Closing), (B) to the extent not already included in clause (A), the aggregate number of shares of Agility Common Stock issuable in respect of all Agility Options, all issued and outstanding warrants to purchase or otherwise acquire Agility Common Stock, or other convertible securities convertible into or exchangeable for capital stock of Agility Robotics, Inc. (in each case, whether vested or unvested) prior to the Merger and (C) to the extent not already included in clause (A) or (B), the aggregate number of shares of Agility Common Stock issuable upon the conversion, exercise, exchange or settlement of all securities issued in connection with any Permitted Bridge Financing, in each case, to the extent outstanding as of immediately prior to the Merger; |
| ● | “Permitted Withdrawals” are to amounts withdrawn to fund our working capital requirements, subject to an annual limit of $1,000,000, and amounts withdrawn to pay our taxes; such withdrawals can only be made from interest and not from the principal held in the Trust Account; |
iv
| ● | “PIPE Engagement Letters” are to the Citi PIPE Engagement Letter and the BTIG PIPE Engagement Letter, together; |
| ● | “PIPE Investment” are to the private placement pursuant to which the Company entered into Subscription Agreements with certain investment funds, pursuant to which, subject to the terms and conditions thereof, the Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to purchase, 20,102,500 shares of common stock of the Company after domestication at a purchase price of $10.00 per share for an aggregate commitment of $201,025,000; |
| ● | “PIPE Investors” are to the investors participating in the PIPE Investment; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below); |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement; |
| ● | “Private Placement Units” are to the units issued to our Sponsor in the Private Placement; |
| ● | “Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated December 16, 2025, which we entered into with our Sponsor; |
| ● | “Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor in the Private Placement; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-tenth of one Public Warrant (as defined below); |
| ● | “Public Warrants” are to the redeemable warrants sold as part of the Public Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| ● | “Reg Rights Holders” are to the Sponsor and the New Holders; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated December 16, 2025, which we entered into with the Sponsor and the other holders party thereto; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026; |
| ● | “Resale Registration Statement” are to that certain registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 calendar days after the Closing; |
| ● | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
v
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to Churchill Sponsor XI LLC, a Delaware limited liability company; |
| ● | “Subscription Agreements” are to those certain common stock subscription agreements entered into by and among the Company and the investors party thereto, in each case, on or around June 24, 2026 and in connection with the PIPE Investment; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $414,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Trust Agreement” are to the Investment Management Trust Agreement, dated December 16, 2025, which we entered into with Continental, as trustee of the Trust Account; |
| ● | “Underwriter” are to Citigroup Global Markets Inc., the underwriter of the Initial Public Offering; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated December 16, 2025, which we entered into with the Underwriter; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; |
| ● | “Voting and Support Agreements” are to those certain Voting and Support Agreements entered into by the Company and certain stockholders of Agility Robotics, Inc., in their capacity as such, concurrently and in connection with the execution of the Merger Agreement; |
| ● | “Warrant Agreement” are to the Warrant Agreement, dated December 16, 2025, which we entered into with Continental, as Warrant agent; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; |
| ● | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. |
vi
