Agility Robotics posts $109M pre-merger Q3 profit
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Agility Robotics, Inc. (then Churchill Capital Corp. XI) reported $109.4 million of net income for the quarter ended September 30, 2026, before its November merger. The quarter’s result included a $107.0 million noncash gain from remeasurement of the Subscription Agreement liability and $3.8 million of trust-account interest; general and administrative costs were $1.4 million. The company said it had not begun operations by quarter-end.
On November 4, 2026, after stockholder approval on November 2, CCXI completed its merger with Legacy Agility, which became a wholly owned subsidiary, and CCXI changed its name to Agility Robotics, Inc. Merger consideration was based on Legacy Agility’s $2.5 billion pre-money equity value. PIPE subscription agreements provided for 20,102,500 shares at $10.00 each, a $201,025,000 aggregate commitment, subject to merger and other customary closing conditions. As of September 30, cash was $205,503, assets in the Trust Account were $424,694,336, and $2,250,000 was outstanding under working capital notes.
Filing Explained
Agility reported two hundred forty-two million eighty-nine thousand eight hundred eighty shares outstanding November twelfth; resale is subject to registration and transfer restrictions.
On
The post-closing registration-rights agreement requires the company to use reasonable best efforts to file a resale registration statement within 30 days after closing and cause it to become effective as soon as reasonably practicable; the filing does not report completed resales.
The Sponsor and New Holders may not transfer covered shares until the earlier of 180 days after closing or the stock’s VWAP reaching $12 during 15 trading days in a 180-trading-day period; similar restrictions apply to shares issued to former Legacy Agility holders under the bylaws.
Key Figures
Key Terms
Subscription Agreement liability financial
Probability Weighted Expected Return Method financial
Put Option Pricing Model financial
cashless basis financial
redemption value financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) |
| For the quarterly period ended |
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| For the transition period from to |
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(Exact name of registrant as specified in its charter)
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(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 | ||
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.
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).
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 ☐ | |
| 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 November 12, 2026, there were
EXPLANATORY NOTE
On November 4, 2026, subsequent to the fiscal quarter ended September 30, 2026, the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Quarterly Report”) relates, Churchill Capital Corp XI (“CCXI”), a Cayman Islands exempted company that is our predecessor, consummated the previously announced business combination (the “Agility Robotics Business Combination”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among CCXI, BLB Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CCXI (“Merger Sub”) and Old Robot Holdings, Inc. (f/k/a Agility Robotics, Inc.), a Delaware corporation (“Legacy Agility”). Pursuant to the Merger Agreement, following the approval by the Company’s stockholders on November 2, 2026, Merger Sub was merged with and into Legacy Agility with Legacy Agility being the surviving corporation and as a wholly owned subsidiary of CCXI. In connection with the Agility Robotics Business Combination, CCXI changed its name to “Agility Robotics, Inc.”.
Unless stated otherwise, this Quarterly Report contains information about the Company before the Agility Robotics Business Combination. References to the “Company,” “CCXI,” “our,” “us” or “we” in this Quarterly Report refer to CCXI and its consolidated subsidiaries before the consummation of the Agility Robotics Business Combination and to Agility Robotics, Inc. and its consolidated subsidiaries after the Agility Robotics Business Combination, as the context suggests.
Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Agility Robotics Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements. | 1 |
| Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 | 1 | |
| Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026, the Three Months Ended September 30, 2025 and for the Period from June 4, 2025 (inception) through September 30, 2025 | 2 | |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2026, the Three Months Ended September 30, 2025 and for the Period from June 4, 2025 (inception) through September 30, 2025 | 3 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and for the Period from June 4, 2025 (inception) through September 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 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 25 |
| Item 4. | Controls and Procedures. | 25 |
| PART II – OTHER INFORMATION | 26 | |
| Item 1. | Legal Proceedings. | 26 |
| Item 1A. | Risk Factors. | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 26 |
| Item 3. | Defaults Upon Senior Securities. | 26 |
| Item 4. | Mine Safety Disclosures. | 26 |
| Item 5. | Other Information. | 26 |
| Item 6. | Exhibits. | 27 |
| SIGNATURES | 28 | |
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 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 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; |
| ● | “Company,” “our,” “we,” or “us” are to Churchill Capital Corp XI (“CCXI”), a Cayman Islands exempted company before the Closing, and to Agility Robotics, Inc. (f/k/a Churchill Capital Corp XI) and its consolidated subsidiaries after the Closing; |
| ● | “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; | |
| ● | “Domestication” are to the deregistration of CCXI as an exempted company registered under the laws of the Cayman Islands and its registration by way of continuation and domestication as a Delaware corporation named “Agility Robotics, Inc.” on November 2, 2026; | |
| ● | “Equity Value” are to the pre-money equity value of Legacy Agility 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; |
iii
| ● | “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; |
| ● | “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; | |
| ● | “Legacy Agility” are to Old Robot Holdings, Inc. (f/k/a Agility Robotics, Inc.), a Delaware corporation, which, pursuant to the Agility Robotics Business Combination, became a direct, wholly owned subsidiary of the Company; | |
| ● | “Legacy Agility Common Stock” are to the common stock, par value $0.0001 per share, of Legacy Agility; | |
| ● | “Legacy Agility Options” are to all issued and outstanding options to purchase or otherwise acquire shares of Legacy 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 Legacy Agility or the 2026 Equity Incentive Plan of Legacy Agility; |
| ● | “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” are to the merger by which Merger Sub merged with and into Legacy Agility, with Legacy Agility continuing as the surviving corporation and as a wholly owned subsidiary of the Company, pursuant to the Merger Agreement; | |
| ● | “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 Legacy Agility; | |
| ● | “Merger Sub” are to BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company; | |
| ● | “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 Legacy Agility Common Stock (whether vested or unvested) by (y) the sum of (A) the aggregate number of shares of Legacy 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 Legacy 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 Legacy Agility Common Stock issuable in respect of all Legacy Agility Options, all issued and outstanding warrants to purchase or otherwise acquire Legacy Agility Common Stock, or other convertible securities convertible into or exchangeable for capital stock of Legacy Agility (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 Legacy 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; |
iv
| ● | “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; |
| ● | “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 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 September 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 Legacy Agility, in their capacity as such, concurrently and in connection with the execution of the Merger Agreement; |
| ● | “Warrant Agreements” are to the Public Warrant Agreement and the Private Warrant Agreement, each 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; 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
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 |
December 31, 2025 |
|||||||
| (unaudited) | ||||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Prepaid insurance – long-term | ||||||||
| Marketable securities and cash held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accrued offering costs | ||||||||
| Subscription Agreement liability | — | |||||||
| Total Current Liabilities | ||||||||
| Convertible promissory note – related party | — | |||||||
| Deferred underwriting fee payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Class A Ordinary Shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A Ordinary Shares, $ | ||||||||
| Class B Ordinary Shares, $ | ||||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended September 30, 2026 |
For the Three Months Ended September 30, 2025 |
For the Nine Months Ended September 30, 2026 |
For the Period from June 4, 2025 (inception) Through September 30, 2025 |
|||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Subscription Agreement expense | — | — | — | |||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Change in fair value of Subscription Agreement liability | — | — | ||||||||||||||
| Interest earned on marketable securities and cash held in Trust Account | — | — | ||||||||||||||
| Other income (expense), net | — | — | ||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted weighted average shares outstanding, Class A Ordinary Shares | — | — | ||||||||||||||
| Basic and diluted net income (loss) per share, Class A Ordinary Shares | $ | $ | — | $ | ( | ) | $ | — | ||||||||
| Basic and diluted weighted average shares outstanding, Class B Ordinary Shares (2) | (1) | (1) | ||||||||||||||
| Basic and diluted net income (loss) per share, Class B Ordinary Shares | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| (1) | The three months ended September 30, 2025 and the period from June 4, 2025 (Inception) to September 30, 2025 exclude up to |
| (2) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — December 31, 2025 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion of Class A Ordinary Shares subject to possible redemption to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – March 31, 2026 | $ | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Accretion of Class A Ordinary Shares subject to possible redemption to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – June 30, 2026 | — | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Accretion of Class A Ordinary Shares subject to possible redemption to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – September 30, 2026 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM JUNE 4, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance — June 4, 2025 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Class B Ordinary Shares issued to Sponsor(1)(2) | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – June 30, 2025 | — | — | ( | ) | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – September 30, 2025 | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| (1) | Includes up to |
| (2) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, 2026 |
For the Period from June 4, 2025 (inception) Through September 30, 2025 |
|||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Payment of general and administrative costs through promissory note – related party | — | |||||||
| Interest earned on marketable securities and cash held in Trust Account | ( | ) | — | |||||
| Subscription agreement expense | — | |||||||
| Change in fair value of Subscription Agreement liability | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | — | |||||
| Long-term prepaid insurance | — | |||||||
| Accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | — | |||||
| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from Trust Account for working capital purposes | — | |||||||
| Net cash provided by investing activities | — | |||||||
| Cash Flows from Financing Activities: | ||||||||
| Payment of deferred underwriting fee | ( | ) | ||||||
| Proceeds from convertible promissory note – related party | — | |||||||
| Net cash provided by financing activities | — | |||||||
| Net Change in Cash | ( | ) | — | |||||
| Cash – Beginning of period | — | |||||||
| Cash – End of period | $ | $ | — | |||||
| Non-cash investing and financing activities: | ||||||||
| Deferred offering costs paid through promissory note – related party | $ | — | $ | |||||
| Prepaid services contributed by Sponsor in exchange for the issuance of Class B Ordinary Shares to the Sponsor | $ | — | $ | |||||
| Prepaid services contributed by Sponsor through promissory note – related party | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
AGILITY ROBOTICS, INC.
(F/K/A CHURCHILL CAPITAL CORP XI)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations
Organization and General
Churchill Capital Corp XI (the “Company”) was incorporated as a Cayman Islands exempted company on
The Company has a direct wholly owned subsidiary, BLB Merger Sub, Inc. (“Merger Sub”), a Delaware corporation. Merger Sub was formed on May 18, 2026, for the sole purposes of effectuating the Agility Robotics Business Combination (as defined below) (see Note 6).
As of September 30, 2026, the Company had not yet commenced operations. All activity for the period from June 4, 2025 (inception) through September 30, 2026 relates to (i) the Company’s formation and the Initial Public Offering (as defined below), and (ii) subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination and activities in connection with attempting to complete a Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
Sponsor and Initial Public Offering
The Company’s sponsor is Churchill Sponsor XI LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2025 (File No. 333-291626), was declared effective on December 16, 2025 (as amended, and together with the registration statement on Form S-1MEF (File No. 333-292183) filed with the SEC on December 16, 2025, which became effective upon filing, the “IPO Registration Statement”). On December 18, 2025, the Company consummated the Initial Public Offering of
Transaction costs amounted to $
The Trust Account
Following the closing of the Initial Public Offering on December 18, 2025, an amount of $
5
The Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) provides that, other than the Permitted Withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares, that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles (A) in a manner that would affect the substance or timing of its obligation to redeem
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least
The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to fund the working capital requirements, subject to an annual limit of $
Pursuant to the Company’s Amended and Restated Articles, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of Permitted Withdrawals and up to $
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In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein.
Merger Agreement
On June 24, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (as may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) with Merger Sub and Legacy Agility, a Delaware corporation. Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub will merge with and into Legacy Agility, with Legacy Agility continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Merger” and, together with the transactions contemplated by the Merger Agreement and the related agreements, the “Agility Robotics Business Combination”).
Amended and Restated Sponsor Agreement
In connection with the execution of the Merger Agreement, on June 24, 2026, the Company amended and restated that certain letter agreement, dated December 16, 2025, from the Sponsor and each of the persons undersigned thereto to the Company (the “Amended and Restated Sponsor Agreement”). For more details on the Merger Agreement and Amended and Restated Sponsor Agreement, see Note 6.
The foregoing descriptions of each of the Merger Agreement and the Amended and Restated Sponsor Agreement are qualified in their entirety by reference to each of the Merger Agreement and the Amended and Restated Sponsor Agreement included as Exhibits 2.1 and 10.1, respectively, to this Report.
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Liquidity, Capital Resources and Going Concern
As of September 30, 2026, the Company had $
Additionally, to fund working capital, the Company has Permitted Withdrawals from the Trust Account available up to an annual limit of $
On November 4, 2026, the Company announced the closing of its previously announced Agility Robotics Business Combination between CCXI and Legacy Agility. As of this filing, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Agility Robotics Business Combination.
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Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as of and for the period ended December 31, 2025, as filed with the SEC on March 26, 2026. The interim results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Principles of Consolidation
On May 18, 2026, Merger Sub was formed.
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status
As an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
8
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $
Marketable Securities Held in Trust Account
The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. The U.S. Treasury Securities held in the Trust Account matured on September 17, 2026 and the proceeds were invested in a money market fund that invests solely in U.S. government treasury obligations. At September 30, 2026, $
To fund working capital, the Company has Permitted Withdrawals available up to an annual limit of $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A Ordinary Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares subject to possible redemption will be charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Placement Units are charged to shareholders’ deficit as the warrants, after management’s evaluation, are accounted for under equity treatment.
Transaction costs amounted to $
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
9
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Use of Estimates
The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from loss per Ordinary Share as the redemption value approximates fair value.
Diluted net loss per Ordinary Share does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) the Private Placement because their inclusion would be anti-dilutive. Such warrants are exercisable for an aggregate of
The following tables reflect the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts):
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | |||||||||||||||
| Basic and diluted net income (loss) per Ordinary Share | Class A | Class B | Class A | Class B | ||||||||||||
| Basic and diluted net income (loss) per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | $ | — | $ | ( | ) | |||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | — | (1) | ||||||||||||||
| Basic and diluted net income (loss) per Ordinary Share | $ | $ | $ | — | $ | ( | ) | |||||||||
| For the Nine Months Ended September 30, 2026 | For the Period from June 4, 2025 (inception) Through September 30, 2025 | |||||||||||||||
| Basic and diluted net loss per Ordinary Share | Class A | Class B | Class A | Class B | ||||||||||||
| Basic and diluted net loss per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | — | (1) | ||||||||||||||
| Basic and diluted net loss per Ordinary Share | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
| (1) | The three months ended September 30, 2025 and the period from June 4, 2025 (Inception) to September 30, 2025 exclude up to |
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| (2) | In November 2025 and December 2025, the Company issued an aggregate of |
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” (“ASC Topic 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Warrants | ( | ) | ||
| Public Shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, December 31, 2025 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, March 31, 2026 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, June 30, 2026 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, September 30, 2026 | $ |
11
Warrant Instruments
The Company accounts for the Public and Private Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. There are
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. Derivative liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The Subscription Agreement (as defined in Note 6) liability meets the criteria for derivative liability classification. As such, the Subscription Agreement liability is recorded at its initial fair value on the date of issuance, and each unaudited condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of the derivative liability are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The fair value of the Subscription Agreement liability is discussed in Note 9.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering, the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
Note 5 — Related Party Transactions
Founder Shares
On June 4, 2025, the Company issued an aggregate of
12
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions).
Promissory Note — Related Party
On June 4, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $
Administrative Support Agreement
Commencing on the date of the securities of the Company are first listed, December 17, 2025, the Company agreed to reimburse the managing member of the Sponsor in an amount equal to $
Director Agreement
On March 17, 2026, the Company entered into a director agreement with each of its independent directors, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $
Working Capital Loans
In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Initially, up to $
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
13
Registration Rights
The holders of the Founder Shares, Private Placement Units (and their underlying securities), Units issued upon conversion of working capital loans, if any (and their underlying securities), any Class A Ordinary Shares issuable upon conversion of the Founder Shares and certain other Class A Ordinary Shares held by the Sponsor and other initial shareholders are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering. Pursuant to such agreement, these holders are entitled to make up to three demands that the Company register such securities for resale under the Securities Act and are entitled to certain piggyback registration rights. The Company bears the expenses incurred in connection with the filing of any such registration statements.
Underwriter’s Agreement
The Company granted the underwriter
The underwriter was entitled to a cash underwriting discount of $
Additionally, the underwriter is entitled to a Deferred Fee of $
Legal Fees
On March 25, 2026, the Company entered into an agreement for legal services. All fees related to the agreement are contingent upon the completion of a Business Combination. Upon the completion of the Business Combination, in addition to payment of incurred fees, the Company will pay a premium ranging from
Merger Agreement
On June 24, 2026, the Company entered into the Merger Agreement with Merger Sub and Agility Robotics, Inc. Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect the Merger.
The value of the aggregate consideration to be paid to the stockholders, holders of options and holders of other convertible securities of Legacy Agility at the Closing will be based on a pre-money equity value of Legacy Agility of $
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Voting and Support Agreement
Concurrently with the execution of the Merger Agreement, certain stockholders of Legacy Agility entered into Voting and Support Agreements (each, a “Voting and Support Agreement”), in their capacity as such, with the Company. Under the terms of the Voting and Support Agreements, such stockholders of Legacy Agility have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve the Agility Robotics Business Combination, and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of Legacy Agility to consummate the Agility Robotics Business Combination. The stockholders of Legacy Agility party to the Voting and Support Agreements hold sufficient shares of stock of Legacy Agility to effect the Company Stockholder Approval (as defined in the Merger Agreement). In addition, each Legacy Agility stockholder party to a Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law. The Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of Legacy Agility held by such stockholders prior to the Closing, subject to certain exceptions.
Amended and Restated Registration Rights Agreement
Effective upon the Closing, that certain Registration Rights Agreement of the Company, dated December 16, 2025, will be amended and restated, and the Company, Sponsor and certain persons and entities receiving shares of common stock of the Company after domestication in connection with the Merger (the “New Holders” and, together with Sponsor, the “Reg Rights Holders”) will be parties to an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Company after domestication will agree to use reasonable best efforts to (i) file with the Securities and Exchange Commission (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 within 30 calendar days after the Closing (the “Resale Registration Statement”) and (ii) 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 165th calendar day if the SEC notifies the Company that it will “review” the Resale Registration Statement) after the date of Closing. In certain circumstances, the Reg Rights Holders may demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights.
Pursuant to the A&R Registration Rights Agreement, the Reg Rights Holders have agreed not to transfer their respective shares until the earlier of (a) 180 days following the date of Closing and (b) the date on which the dollar volume-weighted average price (“VWAP”) of one share of common stock of the Company after domestication on the principal securities exchange or securities market on which the shares of common stock of the Company after domestication are then traded equals or exceeds $
Amended and Restated Sponsor Agreement
In connection with the execution of the Merger Agreement, on June 24, 2026, the Company amended and restated that certain letter agreement, dated December 16, 2025, from the Sponsor and each of the persons undersigned thereto (the “Insiders”) to the Company (the “Amended and Restated Sponsor Agreement”), pursuant to which each of the Sponsor and the Insiders agreed, among other things, (i) to vote or consent (or cause to be voted or consented) any of such Insider’s shares of the Company’s capital stock (a) in favor of the adoption and approval of the Merger Agreement and approval of the Agility Robotics Business Combination and all other SPAC Stockholder Matters (as defined in the Amended and Restated Sponsor Agreement) (and any actions required in furtherance thereof), (b) if applicable, in favor of waiving any and all anti-dilution rights the Sponsor may hold pursuant to the governance documents of the Company, (c) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of the Company contained in the Merger Agreement, (d) in favor of any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (1) there are not sufficient votes to approve and adopt any of the matters described in clause (a) above on the dates on which such meetings are held or proposed to be held or (2) the Minimum Cash Condition has not been satisfied, and (e) against the following actions or proposals: (1) any Business Combination Proposal (as defined in the Merger Agreement) or any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement and (2) (A) any change in the dividend policy or present capitalization of the Company or any amendment of the governance documents of the Company, except (x) as contemplated by clause (a) above or (y) to the extent expressly contemplated by the Merger Agreement, (B) any liquidation, dissolution or other change in the Company’s corporate structure or business (other than as may be proposed pursuant to an extension proxy), (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any material respect of any representation, warranty, covenant, obligation or agreement of the Sponsor or any Insider under the Amended and Restated Sponsor Agreement, or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Agility Robotics Business Combination (excluding, for the avoidance of doubt, any action taken in connection with any valid action taken by the Company to terminate the Merger Agreement in accordance with the terms thereof), (ii) not to redeem, elect to redeem or tender or submit any Class B Ordinary Shares, Class A Ordinary Shares or common stock of the Company after domestication owned by it, him or her for redemption in connection with any of the stockholder approvals or proposals described in clause (i) above, or in connection with any vote to amend the governance documents of the Company, and (iii) to vote in favor of the appointment or election of the individual(s) nominated for election in the registration statement on Form S-4 filed by the Company in connection with the Agility Robotics Business Combination in accordance with Section 8.09 of the Merger Agreement to the board of directors of the Company.
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Subscription Agreements
In connection with the execution of the Merger Agreement, on June 24, 2026, the Company entered into certain common stock subscription agreements (the “Subscription Agreements”) with certain investment funds (the “PIPE Investors”) pursuant to which, the Company has agreed to issue and sell to the PIPE Investors
PIPE Engagement Letters
On May 26, 2026, the Company engaged Citigroup Global Markets Inc. (“Citi”) to serve as the lead placement agent for the PIPE Investment (the “Citi PIPE Engagement Letter”). On May 29, 2026, the Company engaged BTIG, LLC (“BTIG”) to serve as a co-placement agent in connection with the PIPE Investment (the “BTIG PIPE Engagement Letter” and, together with the Citi PIPE Engagement Letter, the “PIPE Engagement Letters”). The aggregate placement fee payable to Citi and BTIG was set at
Capital Markets Advisory Agreement
On May 26, 2026, the Company entered into an agreement with Citi to serve as capital markets advisor to the Company (the “Capital Markets Advisory Agreement”). The Company will pay Citi a cash fee of $
Advisory Agreement
Effective upon the Closing, on June 24, 2026, the Company and M. Klein & Company, through its affiliate, The Klein Group, LLC (the “Advisor”), entered into a certain Advisory Agreement (the “Advisory Agreement”), pursuant to which Advisor will provide financial advisory, strategic consulting, and business development services to the post-Closing Company. The Advisory Agreement has an initial term of two (2) years and may be extended upon mutual agreement of the parties.
The Advisory Agreement provides (i) for payments from the Company after domestication to Advisor of a fixed cash retainer fee of $
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue
Class A Ordinary Shares
The Company is authorized to issue a total of
Class B Ordinary Shares
The Company is authorized to issue a total of
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Warrants
As of September 30, 2026 and December 31, 2025, there were
The Company has agreed that as soon as practicable, but in no event later than fifteen (
Redemption of Public Warrants for cash when the price per Class A Ordinary Shares equals or exceeds $
| ● | In whole and not in part; |
| ● | At a price of $ |
| ● | Upon not less than |
| ● | if, and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $ |
The Private Placement Warrants contained in the Private Placement Units are non-redeemable. The Private Placement Warrants may also be exercised for cash or on a “cashless basis.” The Private Warrants do not expire except upon liquidation.
Note 8 — Segment Information
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers (“CODMs”), or group, in deciding how to allocate resources and assess performance.
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The CODMs assess performance for the single segment and decide how to allocate resources based on net income or loss that also is reported on the unaudited condensed consolidated statements of operations as net income or loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.
When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODMs review several key metrics, which include the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Cash | $ | $ | ||||||
| Marketable securities and cash held in Trust Account | $ | $ | ||||||
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2026 | For the Period from June 4, 2025 (inception) Through September 30, 2025 | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Interest earned on marketable securities and cash held in Trust Account | $ | $ | — | $ | $ | — | ||||||||||
The CODMs review interest earned on marketable securities and cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative costs are reviewed and monitored by the CODMs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODMs also review general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the accompanying unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODMs on a regular basis.
All other
Note 9 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
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The U.S. Treasury Securities held in the Trust Account matured on September 17, 2026. As of September 30, 2026, assets held in the Trust Account were comprised $
As of December 31, 2025, assets held in the Trust Account were comprised of $
| Amortized Cost | Unrealized Loss | Fair Value | ||||||||||
| September 30, 2026 | ||||||||||||
| Money market funds invested in U.S. government treasury obligations | $ | $ | — | $ | ||||||||
| December 31, 2025 | ||||||||||||
| U.S. Treasury Securities (Mature on | $ | $ | ( | ) | $ | |||||||
The Subscription Agreement liability was accounted for as a liability in accordance with ASC 815-40 and is presented within current liabilities on the unaudited condensed consolidated balance sheet as of September 30, 2026. The Subscription Agreement liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Subscription Agreement liability in the unaudited condensed consolidated statements of operations.
The Subscription Agreement liability was valued using a Probability Weighted Expected Return Method (“PWERM”) with an underlying Put Option Pricing Model using a Black Scholes Model (“BSM”) which is considered to be a Level 3 fair value measurement.
The key inputs into the PWERM model for the subscription agreement liability were as follows:
| June 24, 2026 | September 30, 2026 | |||||||
| Market price of Public Shares | $ | $ | ||||||
| Term (years) | ||||||||
| Risk-free rate | % | % | ||||||
| Volatility | % | % | ||||||
| Likelihood of completing a business combination | % | % | ||||||
| Subscription Agreement Liability | ||||
| Fair value as of June 24, 2026 | $ | |||
| Change in valuation inputs or other assumptions | ||||
| Fair value as of June 30, 2026 | | |||
| Change in valuation inputs or other assumptions | ( | ) | ||
| Fair value as of September 30, 2026 | $ | |||
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. On November 4, 2026, the Company and Legacy Agility consummated the closing of the transactions contemplated by the Merger Agreements (see Note 6).
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under Item 1. “Financial Statements.”
Overview
We are a blank check company incorporated in the Cayman Islands on June 4, 2025 for the purpose of effecting a Business Combination. Our Sponsor is Churchill Sponsor XI LLC.
Our IPO Registration Statement became effective on December 16, 2025. On December 18, 2025, we consummated our Initial Public Offering of 41,400,000 Public Units, including 5,400,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-tenth of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $414,000,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of 500,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $5,000,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
Following the closing of the Initial Public Offering and Private Placement, an amount of $414,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
Recent Developments
On July 2, 2026, the Company issued the July 2026 Note to the Sponsor, to fund the Company’s working capital needs. The July 2026 Note does not bear interest and matures upon the earlier of the closing of an initial business combination by the Company and the Company’s liquidation. Amounts outstanding under the July 2026 Note are convertible, at the option of the Sponsor, into Conversion Units at a conversion price of $10.00 per unit.
On July 7, 2026, the Company paid the Underwriter $1,500,000 of the underwriting fee payable in connection with the Initial Public Offering that was deferred and conditioned upon the announcement by the Company that it has entered into a definitive Business Combination agreement.
On August 7, 2026, the Company issued the August 2026 Note to the Sponsor, to fund the Company’s working capital needs. The August 2026 Note does not bear interest and matures upon the earlier of the closing of an initial business combination by the Company and the Company’s liquidation. Amounts outstanding under the August 2026 Note are convertible, at the option of the Sponsor, into Conversion Units at a conversion price of $10.00 per unit.
Agility Robotics Business Combination
On June 24, 2026, the Company entered into the Merger Agreement with Merger Sub and Legacy Agility Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect the Merger.
On November 4, 2026, the Company and Legacy Agility consummated the Agility Robotics Business Combination.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 4, 2025 (inception) through September 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination, including the Agility Robotics Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended September 30, 2026, we had net income of $109,401,790, which consists of a gain from the change in fair value of Subscription Agreement liability of $106,987,667 and interest income on marketable securities and cash held in the Trust Account of $3,814,505, offset by general and administrative costs of $1,400,382.
For the nine months ended September 30, 2026, we had a net loss of $22,107,581, which consists of general and administrative costs of $2,467,606 and Subscription Agreement expense of $39,072,918, offset by interest income on marketable securities and cash held in the Trust Account of $11,144,553 and change in fair value of Subscription Agreement liability of $8,288,390.
For the three months ended September 30, 2025, we had a net loss of $28,884 which primarily consists of general and administrative costs.
For the period from June 4, 2025 (inception) through September 30, 2025, we had a net loss of $50,929 which primarily consists of general and administrative costs.
Liquidity, Capital Resources and Going Concern
Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $414,000,000 was placed in the Trust Account. We incurred fees of $19,618,232, consisting of $3,000,000 (net of $3,210,000 Underwriter’s reimbursement) of cash underwriting fee, the Deferred Fees of $15,990,000 and $628,232 of other offering costs.
As of September 30, 2026, we had $205,503 of cash in our operating account. As of September 30, 2026, we had a working capital deficit of $30,339,235. As of September 30, 2026, $0 of the amount earned on funds held in the Trust Account was available for Permitted Withdrawals.
As of September 30, 2026, we had marketable securities and cash held in the Trust Account of $424,694,336 (including $11,144,553 of interest income less funds released of $1,000,000 for the yearly Permitted Withdrawal). We may withdraw interest from the Trust Account for Permitted Withdrawals. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any Permitted Withdrawals and exclude the Deferred Fees), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
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As of September 30, 2026, we had cash held outside of the Trust Account of $205,503. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our liquidity needs through September 30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account.
IPO Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $356,062 was fully repaid upon the consummation of our Initial Public Offering on December 18, 2025. No additional borrowing is available under the IPO Promissory Note.
Working Capital Loans and Other Sources
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Initially, up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. On August 7, 2026, in connection with the issuance of the August 2026 Note, the Board approved an additional $1,500,000 of Working Capital Loans that may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than the July 2026 Note and the August 2026 Note, the terms of any additional Working Capital Loans have not been determined and no written agreements exist with respect to any such additional Working Capital Loans. As of September 30, 2026, we had $2,250,000 of borrowings outstanding under the Working Capital Loans.
Additionally, to fund working capital, the Company has Permitted Withdrawals available up to an annual limit of $1,000,000. These Permitted Withdrawals are limited to only the interest available in the Trust Account that has been earned in excess of the initial deposit at the Initial Public Offering. For the nine months ended September 30, 2026, the Company withdrew $1,000,000 from the Trust Account for working capital purposes. As of September 30, 2026, the Company had $0 available for Permitted Withdrawals for the period from December 18, 2025 until December 18, 2026, which is the 1-year anniversary of the Initial Public Offering.
Going Concern
On November 4, 2026, the Company announced the closing of its previously announced Agility Robotics Business Combination between CCXI and Legacy Agility. As of this filing, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Agility Robotics Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Support Agreement
Commencing on December 18, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $30,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three and nine months ended September 30, 2026, we incurred $90,000 and $270,000 in fees for these services, respectively. For the three months ended September 30, 2025 and for the period from June 4, 2025 (inception) through September 30, 2025, no fees were incurred for these services.
Director Agreement
On March 17, 2026, the Company entered into a director agreement with each of its independent directors, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $75,000 per annum, beginning on April 1, 2026. For the three and nine months ended September 30, 2026, $56,250 and $112,500 of fees were incurred for these services, respectively. For the three months ended September 30, 2025 and for the period from June 4, 2025 (inception) through September 30, 2025, no fees were incurred for these services.
Underwriting Agreement
We granted the Underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 Option Units to cover over-allotments, if any. On December 16, 2025, the Underwriter fully exercised its Over-Allotment Option.
The Underwriter was paid a cash underwriting discount of $3,000,000 (after deduction of $3,210,000 of Underwriter’s reimbursement). Additionally, the Underwriter is entitled to a Deferred Fee of $15,990,000, of which (x) $14,490,000 was placed in the Trust Account located in the United States and released to the Underwriter only upon the completion of an initial Business Combination and (y) $1,500,000 which was paid to the Underwriter on July 7, 2026 from funds available outside the Trust Account upon the announcement that the Company had entered into a definitive Business Combination agreement.
Registration Rights Agreement
The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us in connection with Permitted Withdrawals, divided by the number of then outstanding Public Shares.
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Furthermore, pursuant to the Letter Agreement, our Sponsor, directors and officers have agreed that: (x) the Founder Shares shall be subject to transfer restrictions until the earlier of (i) six months after the completion of our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) Any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares or Warrants shall be subject to transfer restriction for 180 days.
Merger Agreement
On June 24, 2026, the Company entered into the Merger Agreement with Merger Sub and Legacy Agility Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect the Merger. For more details on the Merger Agreement, see Note 6.
Subscription Agreements
In connection with the execution of the Merger Agreement, on June 24, 2026, the Company entered into Subscription Agreements with the PIPE Investors pursuant to which the Company has agreed to issue and sell to the PIPE Investors 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. The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the PIPE Investment will be consummated immediately prior to the Closing. The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto and (iii) January 31, 2027 unless the Merger Agreement is otherwise extended, at the option of the PIPE Investors. The Subscription Agreements provide for, under certain circumstances, customary indemnities between the Company and the PIPE Investors. For more details on the Subscription Agreements, see Note 6.
Advisory Agreement
On June 24, 2026, the Company entered into the Advisory Agreement with the Advisor. Pursuant to the terms thereof, effective as of the Closing, the Advisor will provide financial advisory, strategic consulting, and business development services to the post-Closing Company.
Pursuant to the terms of the Advisory Agreement, the Advisor is entitled to a fixed cash retainer fee of $250,000 per quarter, in addition to other potential fees depending on the outcomes of certain transactions. The Advisory Agreement has an initial term of two (2) years and may be extended upon mutual agreement of the parties. For more details on the Advisory Agreement, see Note 6.
Critical Accounting Estimates
We have identified the following as our critical accounting policies. See our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report for additional information regarding these critical accounting policies and other significant accounting policies.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a valuation, the Company estimated the fair value of the Public Warrants as of the Initial Public Offering and the valuing of the Subscription Agreement. Other than estimating the value of the Public Warrants and Subscription Agreement, we did not have any other critical accounting estimates as of September 30, 2026.
Warrant Instruments
We account for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own Ordinary Shares and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.
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For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each condensed consolidated balance sheet date thereafter. Accordingly, we evaluated and classified the Warrant instruments under equity treatment at its assigned fair value.
Net Loss Per Ordinary Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per Ordinary Share is computed by dividing net loss applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net loss pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.
Recent Accounting Standards
Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed consolidated financial statements and notes thereto included in this Report under Item 1. “Financial Statements.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer (together, our “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Report include the risk factors described in the section entitled “Risk Factors” in our prospectus dated October 13, 2026 (File No. 333-298781) (the “Prospectus”). As of the date of this Report, there have been no material changes to the risk factors disclosed in the Prospectus.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered securities during the quarterly period covered by the Report.
Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 5 of our 2025 Annual Report. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
Additional Information
None.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| No. | Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026, by and among the Company, BLB Merger Sub, Inc. and Agility Robotics, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on June 24, 2026). | |
| 10.1 | Amended and Restated Sponsor Agreement, dated as of June 24, 2026, by and among the Company, Churchill Sponsor XI LLC and the Insiders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 24, 2026). | |
| 10.2 | Form of Director Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 17, 2026). | |
| 10.3 | Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on June 24, 2026). | |
| 10.4 | Form of Stockholder Voting and Support Agreement, dated as of June 24, 2026, by and among the Company, Agility Robotics, Inc., and the stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on June 24, 2026). | |
| 10.5 | Advisory Agreement, dated as of June 24, 2026, by and between the Company and M. Klein & Company, through its affiliate, The Klein Group, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on June 24, 2026). | |
| 10.6 | Promissory Note issued to Churchill Sponsor XI LLC, dated as of July 2, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 6, 2026). | |
| 10.7 | Promissory Note issued to Churchill Sponsor XI LLC, dated as of August 7, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 10, 2026). | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
| 101.INS | Inline XBRL Instance Document.* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
| 104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 13, 2026 | Agility Robotics, Inc. | |
| By: | /s/ Margaret “Peggy” Johnson | |
| Name: | Margaret “Peggy” Johnson | |
| Title: | Chief Executive Officer | |
| Dated: November 13, 2026 | By: | /s/ Michael Beer |
| Name: | Michael Beer | |
| Title: | Chief Financial Officer |
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