Churchill Capital Corp XI-A 2026年季度报告

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 Commission File Number:001-43020 Churchill Capital Corp XI(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange 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 submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-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 OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. CHURCHILL CAPITAL CORP XI FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20251Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026and for the Period from June 4, 2025 (inception) through June 30, 20252Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the Three andSix Months Ended June 30, 2026and for the Period from June 4, 2025 (inception) through June 30, 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and forthe Period from June 4, 2025 (inception) through June 30, 20254Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.20Item 3.Quantitative and Qualitative Disclosures About Market Risk.26Item 4.Controls and Procedures.26PART II – OTHER INFORMATION27Item 1.Legal Proceedings.27Item 1A.Risk Factors.27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.29Item 3.Defaults Upon Senior Securities.29Item 4.Mine Safety Disclosures.29Item 5.Other Information.29Item 6.Exhibits.30SIGNATURES31 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 withthe SEC (as defined below) on March 26, 2026;●“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be enteredinto by the Reg Rights Holders (as defined below) in connection with the closing of the Agility Robotics BusinessCombination (as defined below);●“Administrative Support Agreement” are to the Administrative Support Agreement, dated December 16, 2025, which weentered 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 Companyand 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 CommonStock (whether vested or not vested) held by any person, that were granted under the Amended and Restated 2015 EquityIncentive Plan of Agility Robotics, Inc. or