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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 30, 2026
CHURCHILL
CAPITAL CORP XI
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43020 |
|
86-1959629 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
640
Fifth Avenue, 14th Floor
New
York, NY 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 380-7500
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-tenth of one redeemable warrant |
|
CCXIU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
CCXI |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CCXIW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory
Note
As
previously disclosed, on June 24, 2026, Churchill Capital Corp XI, a Cayman Islands exempted company (“Churchill”), entered
into an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”)
by and among Churchill, BLB Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill (“Merger
Sub”), and Agility Robotics, Inc., a Delaware corporation (“Agility”). The transactions contemplated by the Merger
Agreement are referred to herein as the “proposed transaction.”
As
previously disclosed, Churchill has scheduled an extraordinary general meeting of its shareholders (the “Extraordinary General
Meeting”) for November 2, 2026, at 9:00 a.m. Eastern Time, to consider and vote upon, among other matters, a proposal to approve
the Merger Agreement and the proposed transaction, as well as the other proposals described in its definitive proxy statement/prospectus.
Item 7.01. Regulation FD Disclosure.
On
October 30, 2026, Churchill and Agility jointly issued a press release announcing, among other things, that following the expiration
of Churchill’s redemption deadline, Agility’s gross capital raise in connection with the proposed transaction and related
financings is expected to be approximately $465 million, before transaction expenses.
Shareholders
who wish to withdraw their previously submitted redemption request may do so at any time prior to the scheduled vote at the Extraordinary
General Meeting. To make an election reversal, a shareholder must submit a written request to Churchill’s transfer agent, Continental
Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, NY 10004, Atten: SPAC Redemption Team, or by email
at spacredemptions@continetalstock.com, that the election to redeem shares be
reversed, including the legal name, phone number, and address of the beneficial owner of the shares for which reversal is requested and
the number or percentage of shares for which reversal is requested. If a shareholder holds the shares in street name, such shareholder
will need to instruct the account executive at their bank or broker to request reversal of the election to redeem at the transfer agent.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into Churchill’s filings under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
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 and Agility have jointly filed
a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities Exchange Commission (the “SEC”),
which was declared effective by the SEC on October 13, 2026, and which includes a definitive proxy statement/prospectus. The definitive
proxy statement/prospectus and other relevant documents have been distributed to Agility stockholders and Churchill shareholders as of
September 14, 2026, the record date established for voting on the proposed transaction, in connection with Churchill’s solicitation
of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction and other matters 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. Before making any voting or investment decision, Churchill and Agility stockholders
and other interested persons are advised to read 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 contain important information about Churchill, Agility
and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus 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
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws regarding
Agility and Churchill. 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” and “would,” or similar expressions that predict or indicate
future events or trends or that are not statements of historical matters, but the absence of any of these words or similar expressions
does not mean that a statement is not forward-looking. These forward-looking statements are based on Agility’s and Churchill’s current
expectations and projections. These statements include statements relating to, without limitation: the timing and success of Agility’s
future development plans; the ability of the Agility to implement its strategic initiatives and continue to innovate its existing products
and services; expectations regarding Agility’s ability to attract, retain and expand its customer base; Agility’s expectations
concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; Agility’s ability to convert
paid customer programs, including its Customer Acceleration Program and pilots, and its existing prospective customer pipeline into larger
robot orders, deployments and multi-year commitments; the expected deployment of Digit across multiple facilities and applications under
Agility’s more than $300 million in multi-year orders for Digit 5; the expected deployment of Digit at the nine customer facilities for
which Agility has reported deployment commitments and at two additional GXO facilities beginning in early 2027; the expected timing,
scope and applications of customer pilots and programs, including the AGCO pilot expected to begin in 2027; potential opportunities in
the defense sector, including early-stage discussions regarding potential subcontractor engagements; Agility’s ability to develop, validate
and deploy new Digit skills and capabilities; the anticipated timing of deployment of Digit 5 units to early-access customers in the
first half of 2027 and general availability of Digit 5 by the end of 2027; Agility’s ability to scale manufacturing, commercial deployments
and service infrastructure, including at RoboFab and through its Pittsburgh expansion, to support existing and future customers; Agility’s
preparation to operate as a public company; and Agility’s ability to consummate the proposed transaction with Churchill, including the
anticipated timing of closing and the expected listing of the combined company’s securities on Nasdaq.
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 Agility’s, Churchill’s
or the combined company’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 Merger 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 Current Report on Form 8-K; 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 Agility’s and Churchill’s beliefs and opinions
on the relevant subject. These statements are based upon information available to us as of the date of this Current Report on Form 8-K,
and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and
Agility’s 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.
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.
No
Offer or Solicitation
This
Current Report on Form 8-K 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 Current Report on Form 8-K
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, 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated October 30, 2026 |
| |
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
Dated:
October 30, 2026
| CHURCHILL CAPITAL CORP XI |
|
| |
|
|
| By: |
/s/ Jay Taragin |
|
| Name: |
Jay Taragin |
|
| Title: |
Chief Financial Officer |
|
Exhibit 99.1
Agility Robotics and Churchill Capital Corp
XI Announce Expected Gross Capital Raise of Approximately $465 Million and Anticipated Closing of Business Combination
Business combination expected to close on November
4, 2026, subject to Churchill XI shareholder approval; the combined company expected to begin trading on Nasdaq under ticker symbol “AGLT”
on November 5, 2026.
Agility is expected to be the only U.S. publicly
listed pure-play humanoid robotics company with proven, active commercial deployments.
SALEM, Ore. and NEW YORK – October 30,
2026 — Agility Robotics, a leading humanoid robotics and physical AI company, and Churchill Capital Corp XI (Nasdaq:
CCXI) (“Churchill XI”), a publicly traded special purpose acquisition company, today announced that, following the expiration
of Churchill XI’s redemption deadline, Agility’s gross capital raise in connection with the proposed business combination
and related financings is expected to be approximately $465 million, before transaction expenses.
The gross capital raise includes: (i) approximately
$164 million from Churchill XI’s trust account; (ii) approximately $201 million from a common stock PIPE committed at $10 per share,
led by Foxconn with participation from leading existing and new institutional investors; and (iii) $100 million of equity funding already
received following the announcement of the business combination.
Agility is expected to enter the public markets
well capitalized to execute its planned investments in commercial expansion and support growing customer demand.
As highlighted in Agility’s October 26 announcement,
recent commercial momentum includes an expansion of its relationship with GXO to deploy Digit at two additional facilities, a commercial
agreement with AGCO for a manufacturing pilot expected to begin in 2027, and three additional manufacturing customers participating in
paid programs. Agility’s active pipeline includes more than 30 prospective customers across manufacturing, automotive, aerospace,
defense, logistics, and consumer products, reflecting demand for humanoid robots to automate repetitive, physically demanding work that
can be difficult to address with traditional robotics.
Digit 5, unveiled on September 15, 2026, is designed
to work safely alongside people and support a broader range of industrial workflows. Agility is on track to begin deliveries to early-access
customers in the first half of 2027, with general availability targeted for the end of 2027. Agility has previously disclosed more than
$300 million in committed multi-year orders for Digit 5. This figure represents potential multi-year value expected to be realized over
time, subject to satisfaction of contractual milestones, product features, and specifications, and does not represent current-period revenue.
Agility is supported by leading strategic investors
and partners across the AI, technology, venture capital, and industrial ecosystem, including NVIDIA, Amazon, SoftBank Vision Fund 2, Schaeffler,
Foxconn, Abico, DCVC, and Playground Global. Demonstrating strong alignment with public shareholders, all existing Agility shareholders
will roll their equity into the combined company and will be subject to a 180-day lock-up at closing.
Subject to approval by Churchill XI shareholders
at the extraordinary general meeting on November 2, 2026, and the satisfaction of customary closing conditions, the business combination
and related PIPE financing are expected to close on November 4, 2026.
Following closing, the combined company will operate
as Agility Robotics, and its common stock is expected to begin trading on the Nasdaq Stock Market under the ticker symbol “AGLT”
on November 5, 2026. The transaction is expected to create the only U.S. publicly listed pure-play humanoid robotics company with proven,
active commercial deployments.
About Agility Robotics
Headquartered in Salem, Oregon, with offices in
Pittsburgh, Pennsylvania and Fremont, California, Agility Robotics’ mission is to build robot partners that augment the human workforce.
Agility’s groundbreaking general-purpose humanoid robot, Digit, is the first multi-purpose, human-centric robot that is Made for Work®
and commercially deployed today. With more than 65,000 hours of real-world operation combined with industry-leading safety standards,
we’re pioneering a new era of automation that enhances human potential. To learn more, visit agilityrobotics.com.
About Churchill Capital Corp XI
Churchill Capital Corp XI (“Churchill XI”)
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.
Notice Regarding Redemption Reversal
Shareholders who wish to withdraw their previously
submitted redemption request may do so at any time prior to the scheduled vote at the extraordinary general meeting. To make an election
reversal, a shareholder must submit a written request to Churchill’s transfer agent, Continental Stock Transfer & Trust Company,
One State Street Plaza, 30th Floor, New York, NY 10004, Atten: SPAC Redemption Team, or by email at spacredemptions@continetalstock.com,
that the election to redeem shares be reversed, including the legal name, phone number, and address of the beneficial owner of the shares
for which reversal is requested and the number or percentage of shares for which reversal is requested. If a shareholder holds the shares
in street name, such shareholder will need to instruct the account executive at their bank or broker to request reversal of the election
to redeem at the transfer agent.
Additional Information About the Proposed Transaction
and Where to Find It
The proposed transaction will be submitted to
shareholders of Churchill XI for their consideration. Churchill XI and Agility Robotics have jointly filed a registration statement on
Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which was declared
effective by the SEC on October 13, 2026, and which includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus
and other relevant documents have been distributed to Agility stockholders and Churchill XI shareholders as of September 14, 2026, the
record date established for voting on the proposed transaction, in connection with Churchill XI’s solicitation of proxies for the
vote by Churchill XI’s shareholders in connection with the proposed transaction and other matters 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. Before making any voting or investment decision, Churchill XI and Agility stockholders and other
interested persons are advised to read the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Churchill
XI in connection with the proposed transaction, as these documents contain important information about Churchill XI, Agility and the proposed
transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus as well as other documents filed by Churchill
XI 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 press release includes “forward-looking
statements” within the meaning of the federal securities laws regarding Agility and Churchill XI. 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”
and “would,” or similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of any of these words or similar expressions does not mean that a statement is not forward-looking. These forward-looking
statements are based on Agility’s and Churchill XI’s current expectations and projections. These statements include statements relating
to, without limitation: 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; expectations regarding the Company’s ability to attract, retain
and expand its customer base; Agility’s expectations concerning relationships with strategic partners, suppliers, regulatory bodies
and other third parties; Agility’s ability to convert paid customer programs, including its Customer Acceleration Program and pilots,
and its existing prospective customer pipeline into larger robot orders, deployments and multi-year commitments; the expected deployment
of Digit across multiple facilities and applications under Agility’s more than $300 million in multi-year orders for Digit 5; the expected
deployment of Digit at two additional GXO facilities beginning in early 2027; the expected timing, scope and applications of customer
pilots and programs, including the AGCO pilot expected to begin in 2027; potential opportunities in the defense sector, including early-stage
discussions regarding potential subcontractor engagements; Agility’s ability to develop, validate and deploy new Digit skills and capabilities;
the anticipated timing of deployment of Digit 5 units to early-access customers in the first half of 2027 and general availability of
Digit 5 by the end of 2027; Agility’s ability to scale manufacturing, commercial deployments and service infrastructure, including at
RoboFab and through its Pittsburgh expansion, to support existing and future customers; the anticipated gross proceeds from the business
combination and related financings, including the amount of cash remaining in Churchill XI’s trust account following redemptions, the
funding of the PIPE financing and the expected availability of such proceeds to Agility; Agility’s preparation to operate as a public
company; and Agility’s ability to consummate the proposed business combination with Churchill XI, including the anticipated timing of
closing and the expected listing of the combined company’s securities on Nasdaq. 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 XI.
These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions that may cause Agility’s, Churchill XI’s or the combined company’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
XI’s securities; the failure by the parties to satisfy the conditions to consummation of the proposed transaction, including the
approval of Churchill XI’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 XI 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 XI’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 XI; 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 XI 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 XI’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
XI 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
XI’s management as of the date of this press release; subsequent events and developments may cause their assessments to change.
While Agility and Churchill XI 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 Agility’s and Churchill XI’s beliefs and opinions on the relevant subject. These statements
are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and Agility’s and Churchill XI’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.
An investment in Churchill XI is not an investment
in any of Churchill XI’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results
of those investments are not indicative of future performance of Churchill XI, which may differ materially from the performance of Churchill
XI’s founders’ or sponsors’ past investments.
No Offer or Solicitation
This press release 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 press release 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.
Contacts
Media: Michael Oldenburg
media@agilityrobotics.com
Investors: Anthony Rozmus
investor-relations@agilityrobotics.com
