CCXI

Churchill Capital Corp XI (CCXI) - 10-Q Summary

Business Context and Reporting Period

Company: Churchill Capital Corp XI (CCXI), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).

Reporting Period: Quarterly period ended June 30, 2026.

Business Status: The Company has not commenced operations. Its sole purpose is to effect a business combination. On June 24, 2026, the Company entered into a definitive Merger Agreement to combine with Agility Robotics, Inc. (the "Agility Robotics Business Combination").

Capital Structure: As of August 13, 2026, there were 41,900,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding.

Key Financial Metrics

Debt and Liabilities: The Company has no outstanding borrowings under Working Capital Loans as of June 30, 2026. However, a significant "Subscription Agreement liability" of $137,772,195 was recorded related to the PIPE investment commitments.

Material Changes and Unusual Items

• Merger Agreement Execution: On June 24, 2026, the Company signed a definitive agreement to merge with Agility Robotics, Inc., valuing the target at a pre-money equity value of $2.5 billion.
• PIPE Investment: Concurrent with the Merger Agreement, the Company entered into Subscription Agreements for a PIPE investment of $201,025,000 (20,102,500 shares at $10.00/share).
• Significant Non-Cash Loss: The net loss for the quarter was driven primarily by a non-cash "Change in fair value of Subscription Agreement liability" of $98,699,277 and a "Subscription Agreement expense" of $39,072,918. These items reflect the accounting treatment of the PIPE commitment liability.
• Trust Account Growth: The Trust Account balance increased from $414,000,000 at IPO (Dec 2025) to $420,879,831 due to interest earnings, partially offset by a $1,000,000 withdrawal for working capital.
• Deferred Fee Payment: On July 7, 2026 (subsequent event), the Company paid $1,500,000 of the deferred underwriting fee upon announcing the definitive Business Combination.

Guidance, Outlook, and Risks

• Going Concern: Management has determined that the liquidity condition raises substantial doubt about the Company's ability to continue as a going concern. The Company requires additional financing to fund working capital needs and complete the Business Combination.
• Combination Deadline: The Company has until March 18, 2028 (27 months from IPO) to consummate the Business Combination, having executed a definitive agreement within the initial 24-month window.
• Transaction Risks: The Business Combination is subject to numerous conditions, including shareholder approval and regulatory filings. Failure to close could result in liquidation and a decline in share price.
• Future Costs: The Company expects to incur significant costs related to the merger, including legal, advisory, and printing fees, regardless of whether the transaction closes.

Investor Verification Checklist

• PIPE Commitment Status: Verify the final closing status of the $201 million PIPE investment and the specific terms of the Subscription Agreements.
• Redemption Levels: Monitor shareholder redemption rates in connection with the upcoming vote on the Agility Robotics Business Combination, as high redemptions could impact the cash available for the transaction.
• Working Capital Sufficiency: Assess the Company's ability to fund transaction costs and operations leading up to the closing, given the reported working capital deficit and "going concern" warning.
• Merger Conditions: Review the specific closing conditions in the Merger Agreement (Exhibit 2.1) and the progress of the S-4 registration statement.
• Shareholder Approval: Confirm the date and outcome of the special meeting of shareholders required to approve the Merger Agreement.