Churchill Capital Corp XI completes $2.5B merger with Agility Robotics, now trades as AGLT

CCXI entered into a sponsor agreement, dated as of June 24, 2026 (the “Sponsor Agreement”), with Churchill Sponsor XI LLC (the “Sponsor”) and certain of CCXI’s directors and officers (the “Insiders”), which amended and restated the letter agreement, dated December 16, 2025, among CCXI, the Sponsor and the Insiders, pursuant to which the Sponsor and the Insiders agreed, among other things, to vote in favor of the Transactions, not to redeem their CCXI shares, to certain transfer restrictions prior to the Closing and to waive certain anti-dilution rights with respect to the conversion of the CCXI Class B Ordinary Shares.

Pursuant to the A&R Registration Rights Agreement, the Company has agreed to use its reasonable best efforts to (1) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”) within 30 calendar days after the Closing and (2) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the 105th calendar day (or the 165th calendar day if the SEC notifies the Company that it will “review” the Resale Registration Statement) after the Closing Date.

the Reg Rights Holders have agreed not to transfer their respective shares of Common Stock held as of the Closing Date (including shares issuable upon the exercise of warrants, options or other rights) for a period of 180 days following the Closing Date; however, such transfer restrictions terminate as of the date on which the dollar volume-weighted average price (“VWAP”) of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”), or such other securities exchange where the Common Stock is primarily listed or quoted, equals or exceeds $12.00 for any 15 trading days within any 180 trading-day period.

Item 2.01. Completion of Acquisition or Disposition of Assets.

if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as CCXI was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

the Company has ceased to be a shell company

the combined company after the consummation of the Transactions

the Company’s ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in its internal control over financial reporting

The PIPE Shares issued by the Company in connection with the PIPE Investment have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act.

Immediately after the Domestication, the Company issued 225,000 shares of Common Stock and 22,500 Private Placement Warrants to the Sponsor upon settlement of the Sponsor Promissory Notes, in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act.

each then issued and outstanding CCXI Class A Ordinary Share converted automatically, on a one-for-one basis, into one share of Common Stock

each then issued and outstanding warrant of CCXI converted automatically into a Warrant

each then issued and outstanding unit of CCXI was cancelled and entitled the holder thereof to one share of Common Stock and one-tenth of one Warrant

On November 4, 2026, the Audit Committee dismissed WithumSmith+Brown, PC (“Withum”), CCXI’s independent registered public accounting firm prior to consummation of the Transactions, as the Company’s independent registered public accounting firm, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026

On November 4, 2026, the Audit Committee approved the engagement of Grant Thornton as the Company’s independent registered public accounting firm, effective as of the Withum Effective Time, to audit the Company’s consolidated financial statements for the year ending December 31, 2026.

During the period from June 4, 2025 (inception) through December 31, 2025, and the subsequent interim period through November 4, 2026, there were no (1) “disagreements” (within the meaning of Item 304(a) (1) (iv) of Regulation S-K and related instructions thereto) between CCXI and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in its report on CCXI’s financial statements for such period; or (2) “reportable events” (as defined in Item 304(a) (1) (v) of Regulation S-K).

Item 8.01, in accordance with Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to CCXI and has succeeded to the attributes of CCXI as the registrant, and the Common Stock and the Warrants are deemed to be registered under Section 12(b) of the Exchange Act. The Common Stock and the Warrants are listed on Nasdaq under the symbols “AGLT” and “AGLTW,” respectively.

As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change of control of CCXI has occurred

the former shareholders of CCXI (excluding the PIPE Investors in respect of the PIPE Shares) held approximately 12.6% of the outstanding shares of Common Stock immediately following the Closing.

The initial share reserve under the ESPP is 7,907,647 shares, which represents approximately 2% of the number of shares of Common Stock outstanding on a fully-diluted basis as of immediately following the Closing, with an annual increase on January 1 of each year from 2027 through 2036 equal to (i) 1% of the aggregate number of shares of Common Stock outstanding on a fully-diluted basis on the final day of the immediately preceding calendar year, or (ii) such smaller number of shares as determined by the Board, subject to a maximum of 100,000,000 shares issuable under the ESPP.

the Company assumed the Agility Robotics, Inc. 2026 Equity Incentive Plan, as amended (the “2026 Plan”), and the Amended and Restated Agility Robotics, Inc. 2015 Equity Incentive Plan (the “2015 Plan” and, together with the 2026 Plan, the “Prior Plans”) from Legacy Agility and, following the effectiveness of the Incentive Plan, no further awards will be granted under the Prior Plans.

On November 2, 2026, in connection with the Domestication, CCXI filed the Certificate of Incorporation with the Secretary of State of the State of Delaware and adopted the Bylaws, each of which became effective upon the Domestication.

As a result of the Transactions, CCXI ceased being a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.

The Common Stock and the Warrants are listed for trading on Nasdaq under the symbols “AGLT” and “AGLTW,” respectively, and the CUSIP numbers relating to the Common Stock and the Warrants are 008470106 and 008470270, respectively.

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, giving effect to the actual redemptions and the other Transactions, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On November 4, 2026, the Company issued a press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.2 hereto.

The Business Combination was completed on November 4, 2026 (the “Closing Date”).

the value of the aggregate consideration paid to Agility stockholders, holders of Agility options and Agility convertible securities was $2,500,000,000.

Agility stockholders(1) | 191,792,080 | 79.1 %

CCXI issued and sold to the PIPE Investors 20,102,500 shares of CCXI common stock at a purchase price of $10.00 per share for an aggregate purchase price of $201,025,000.

Pro forma net loss $ (407,727 )

today announced the completion of its previously announced business combination with Churchill Capital Corp XI (Nasdaq: CCXI) (“Churchill XI”), a special purpose acquisition company (the “Transaction”).

The common stock and warrants of the combined company, Agility Robotics, Inc., are expected to begin trading on Nasdaq on November 5, 2026, under the ticker symbols “AGLT” and “AGLTW,” respectively.

Its flagship humanoid robot, Digit®, is commercially deployed in manufacturing, distribution and logistics environments with leading enterprises including GXO, Schaeffler and Toyota Motor Manufacturing Canada.

The company has secured more than $300 million in committed multi-year orders for Digit 5, subject to contractual milestones, and has invested in the infrastructure needed to support commercial adoption, including RoboFab, its U.S. manufacturing facility designed to produce up to 10,000 robots annually

Shares held by existing Agility shareholders and by the Churchill sponsor will be subject to a lock-up restriction on sales for 180 days after the Transaction closes, subject to early release based on certain stock price performance measures.