Humanoid robot maker Agility targets SPAC listing with Churchill (NYSE: CCXI)

Rhea-AI Filing Summary

Churchill Capital Corp XI (CCXI) is advancing a proposed business combination with Agility Robotics, Inc., which plans to go public via merger with this blank check company. The transaction, announced in June, values Agility at $2.5 billion pre-money and is expected to provide more than $600 million in gross proceeds, including more than $421 million from Churchill’s trust account and about $200 million from a PIPE investment.

Agility, a Salem, Oregon-based developer of humanoid robots for warehouses and manufacturing facilities, is restructuring leadership as it prepares to operate as a public company. Michael Beer joined as CFO in July, while former combined CFO-COO Jennifer Hunter now focuses solely on operations. Churchill plans to file a Form S-4 registration statement containing a proxy statement/prospectus for Churchill shareholders and Agility stockholders to consider the proposed transaction, and outlines extensive forward-looking statements and risk factors related to market adoption, financing needs, regulatory approvals and the possibility the merger may not close.

Filing Explained

The proposed Churchill–Agility transaction remains subject to a future Form S-4, shareholder consideration and other closing conditions; this communication is not an offer or sale of securities, so the described transaction proceeds have not yet been issued or received.

Key Figures

Pre-money equity valuation of Agility: $2.5 billion Expected gross proceeds: more than $600 million Churchill trust account contribution: more than $421 million +3 more

6 metrics

Pre-money equity valuation of Agility $2.5 billion Valuation of Agility Robotics in the proposed merger with Churchill

Expected gross proceeds more than $600 million Total gross proceeds expected from the business combination

Churchill trust account contribution more than $421 million Portion of expected gross proceeds from Churchill’s trust account

PIPE investment amount about $200 million Expected proceeds from a PIPE investment as part of the deal

CFO survey overlap nearly two-thirds Share of CFOs reporting responsibilities overlapping with COOs in L.E.K. 2025 survey

Fully combined CFO-COO roles about 10% Portion of surveyed companies where CFO and COO roles are fully combined

Key Terms

special purpose acquisition company, PIPE investment, blank check company, forward-looking statements, +1 more

5 terms

special purpose acquisition company financial

"planning to go public through a proposed merger with special purpose acquisition company Churchill"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

PIPE investment financial

"more than $421 million in Churchill’s trust account and about $200 million from a PIPE investment"

A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.

blank check company financial

"Churchill is a blank check company formed for the purpose of effecting a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

forward-looking statements regulatory

"This communication includes “forward-looking statements” within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

total addressable market financial

"Agility’s economic opportunity and total addressable market"

Total addressable market is the total potential sales opportunity for a product or service if it were to reach every possible customer. It helps investors understand the maximum size of the market and the growth potential for a business. Think of it as the entire pie available to be shared, indicating how big the opportunity could be.

FAQ

What is the proposed Agility Robotics–Churchill Capital Corp XI (CCXI) transaction worth?

The proposed merger values Agility Robotics at $2.5 billion on a pre-money basis. It is also expected to generate more than $600 million in gross proceeds, combining Churchill’s trust account funds and a PIPE investment.

How much cash could Churchill Capital Corp XI (CCXI) contribute to the Agility Robotics deal?

Churchill’s trust account is expected to provide more than $421 million of the gross proceeds. Total gross proceeds for the combined company are expected to exceed $600 million, including about $200 million from a PIPE investment.

What leadership changes has Agility Robotics made ahead of its merger with CCXI?

Agility Robotics appointed Michael Beer as CFO in July, separating the previous combined CFO-COO role. Former finance chief Jennifer Hunter now focuses exclusively on operations as the company scales manufacturing and deployments.

How does Agility Robotics plan to go public through Churchill Capital Corp XI (CCXI)?

Agility intends to go public via a merger with special purpose acquisition company Churchill Capital Corp XI. Churchill plans to file a Form S-4 registration statement with proxy materials and a prospectus for shareholders to vote on the proposed transaction.

What risks are highlighted regarding the Churchill Capital Corp XI (CCXI) and Agility Robotics merger?

Disclosed risks include that the transaction may not be completed, potential high shareholder redemptions, regulatory approvals, Agility’s emerging technology and commercialization challenges, need for future financing, competition, and the ability to operate effectively as a public company.

What business does Agility Robotics conduct in the planned CCXI combination?

Agility Robotics develops commercially deployed humanoid robots designed to work alongside teams in warehouses, manufacturing plants and distribution centers. The robots handle physically demanding and repetitive tasks, allowing human workers to focus on higher-value activities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 06:09 AM Accepted by SEC EDGAR 08/19/2026 - 08:26 PM Learn about SEC filing dates

Filed by Churchill Capital Corp XI pursuant to Rule 425

under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Churchill Capital Corp XI (File No. 001-43020)

Set forth below is an article published by CFO Dive, discussing the proposed business transaction between Churchill Capital Corp XI (“Churchill”) and Agility Robotics, Inc. (“Agility”).

Agility Robotics splits CFO-COO role as it prepares to go public

The transition away from a combined CFO-COO role reflects the growing demands on both functions as the company expands, the company’s CEO said.

Published Aug. 19, 2026

Alexei Alexis

Reporter

The job of CFO is expanding at many companies, but Agility Robotics is going the other direction as it prepares for its next stage of growth, separating finance and operations under two executives.

Michael Beer joined Agility as CFO in July, taking the finance leadership reins from Jennifer Hunter, who held the role while also serving as chief operating officer. Hunter is now focused exclusively on operations as Agility scales manufacturing and commercial deployments of its humanoid robots.

For Beer, the immediate priority is preparing Agility for its emergence as a public company while helping the business expand.

“I’m joining a great team of folks that have been marching forward with the goal of getting this finalized later this year,” he said in an interview.

Salem, Oregon-based Agility says its humanoid robots are designed to operate alongside teams in warehouses, manufacturing facilities and distribution centers, tackling “physically demanding and repetitive tasks.”

The company, whose customers include Amazon and Toyota Motor Manufacturing Canada, is planning to go public through a proposed merger with special purpose acquisition company Churchill Capital.

The transaction, announced in June, values Agility at $2.5 billion on a pre-money equity basis and is expected to provide more than $600 million in gross proceeds, including more than $421 million in Churchill’s trust account and about $200 million from a PIPE investment.

The transition away from a combined CFO-COO role reflects the growing demands on both functions as the company expands, according to CEO Peggy Johnson.

“Michael brings outstanding public company finance and capital markets experience, while Jennifer, with her prior experience as a publicly traded COO, will focus exclusively on scaling our operational excellence and manufacturing capabilities,” she said in a press release last month. 

Agility’s decision to separate finance and operations comes as the two functions are increasingly converging elsewhere.

L.E.K. Consulting’s 2025 Office of the CFO Survey found that nearly two-thirds of CFOs said their responsibilities overlap with those of the COO, while about 10% said the two roles were fully combined. L.E.K. said the convergence reflects increasing pressure to connect financial and operational decision-making as companies face tighter margins and shorter decision cycles.

Prior to joining Agility, Beer served as CFO and head of corporate services at Energy Vault Holdings. He also served as finance chief for FreeWire Technologies, a provider of mobile electric vehicle charging systems.

His latest role comes during a period of “accelerating commercial momentum” at Agility, the company said in its July release on the appointment.

“We’re entering an exciting new chapter for Agility as we continue scaling customer deployments, expanding production and preparing to operate as a public company,” Johnson said in the release.

About Agility Robotics, Inc.

Agility’s commercially deployed humanoids operate alongside teams in warehouses, manufacturing facilities and distribution centers – tackling physically demanding and repetitive tasks while enabling workers to focus on higher-value work. With industry-leading safety standards and years of proven deployment data, we’re pioneering a new era of automation that enhances human potential. To learn more, visit www.agilityrobotics.com.

About Churchill Capital Corp XI

Churchill is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.

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Additional Information About the Proposed Transaction and Where to Find It

The proposed transaction will be submitted to shareholders of Churchill for their consideration. Churchill intends to file a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Churchill’s shareholders in connection with Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Agility stockholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Agility stockholders and Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill and Agility shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Churchill in connection with the proposed transaction, as these documents will contain important information about Churchill, Agility and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Churchill with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital Corp XI, 640 Fifth Avenue, 14th Floor, New York, NY 10019.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events.

These statements include: statements relating to, without limitation: our ability to consummate the Merger and PIPE Investment and the satisfaction or waiver of the closing conditions set forth in the Merger Agreement and Subscription Agreement; the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement or Subscription Agreements; projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding Agility’s future development plans; the timing and success of Agility’s future development plans; the ability of Agility to implement its strategic initiatives and continue to innovate its existing products and services; the potential for share price appreciation; the expected timing of announcement and close of the potential transaction; Agility’s economic opportunity and total addressable market; the expected amount of gross transaction proceeds and the planned pre-money valuation of Agility; expectations regarding Agility’s ability to attract, retain and expand its customer base; Agility’s deployment of proceeds from capital raising transactions; Agility’s expectations concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; Agility’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting Agility’s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the combined company to increase in value.

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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Agility and Churchill.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that Agility is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Agility’s historical net losses and limited operating history; Agility’s expectations regarding future financial performance, capital requirements and unit economics; Agility’s use and reporting of business and operational metrics; Agility’s competitive landscape; Agility’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; Agility’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Agility’s reliance on strategic partners and other third parties; Agility’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Churchill’s securities; the failure by the parties to satisfy the conditions to consummation of the proposed transaction, including the approval of Churchill’s shareholders; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Churchill could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the level of redemptions of Churchill’s public shareholders; the ability of Agility to grow and manage growth, maintain relationships with customers and retain its management and key employees; costs related to the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against Agility or Churchill; failure to realize the anticipated benefits of the proposed transaction; Agility’s estimates of expenses and profitability; the evolution of the markets in which Agility competes; the ability of Churchill or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Churchill’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Agility, Churchill or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of Agility’s and Churchill’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While Agility and Churchill may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.

In addition, statements that “we believe” and similar statements reflect Churchill’s beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and Churchill’s statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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An investment in Churchill is not an investment in any of Churchill’s founders’ or sponsors’ past investments, companies or affiliated funds.

The historical results of those investments are not indicative of future performance of Churchill, which may differ materially from the performance of Churchill’s founders’ or sponsors’ past investments.

Participants in the Solicitation

Churchill, Agility and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Churchill’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it is filed by Churchill with the SEC. You can find more information about Churchill’s directors and executive officers in Churchill’s final prospectus related to its initial public offering filed with the SEC on December 16, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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