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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): November 2, 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.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
As
previously announced, on June 24, 2026, Churchill Capital Corp XI, a Cayman Islands exempted company (“Churchill”),
entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Churchill,
BLB Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Churchill, and Agility Robotics, Inc., a Delaware
corporation (“Agility”). Pursuant to the Merger Agreement, the parties have agreed to consummate certain transactions
(collectively, the “Business Combination”), subject to the terms and conditions of the Merger Agreement.
On
September 4, 2026, in connection with the Business Combination, Churchill and Agility jointly filed with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 (No. 333-298781) (as amended from time to time, the “Registration
Statement”) containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, the “Proxy
Statement”), which Registration Statement was declared effective by the SEC on October 13, 2026, and Churchill commenced mailing
the Proxy Statement on October 13, 2026.
On
November 2, 2026, Churchill held an extraordinary general meeting of its shareholders (the “Shareholder Meeting”),
at which holders of 11,226,951 Class A ordinary shares and 13,800,000 Class B ordinary shares (collectively, the “Ordinary Shares”)
as of September 14, 2026, the record date for the Shareholder Meeting, were present in person, virtually over the internet or by proxy,
representing approximately 44.93% of the voting power of the Ordinary Shares as of the record date, and constituting a quorum for the
transaction of business at the Shareholder Meeting. The proposals listed below are described in more detail in the Proxy Statement.
At
the Shareholder Meeting, the shareholders approved the Business Combination Proposal, the Domestication Proposal, the Organizational
Documents Proposal, the Advisory Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP
Proposal and the Director Election Proposal (each as defined in the Proxy Statement, and collectively, the “Shareholder Proposals”),
which Shareholder Proposals are further described on pages 101 – 197 of the Proxy Statement, which are hereby incorporated by reference
herein.
The
voting results for each of the Shareholder Proposals were as follows:
Proposal
No. 1: The Business Combination Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,069,042 |
|
1,334,087 |
|
2,623,822 |
Proposal
No. 2: The Domestication Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,064,246 |
|
1,338,848 |
|
2,623,857 |
Proposal
No. 3: The Organizational Documents Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,061,997 |
|
1,340,647 |
|
2,624,307 |
Proposal
No. 4: The Advisory Organizational Documents Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 19,731,902 |
|
2,075,551 |
|
3,219,498 |
Proposal
No. 5: The Stock Issuance Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,062,091 |
|
1,340,708 |
|
2,624,152 |
Proposal
No. 6: The Incentive Plan Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,052,295 |
|
1,347,161 |
|
2,627,495 |
Proposal
No. 7: The ESPP Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,063,247 |
|
1,337,225 |
|
2,626,479 |
Proposal
No. 8: The Director Election Proposal
| Names | |
Ordinary Shares
Voted For | | |
Ordinary Shares
Abstained | |
| Class I Nominees: | |
| | |
| |
| | |
| | |
| |
| Margaret “Peggy” Johnson | |
| 21,061,171 | | |
| 3,965,780 | |
| | |
| | | |
| | |
| Pierre Gentin | |
| 21,063,202 | | |
| 3,963,749 | |
| | |
| | | |
| | |
| Class II Nominees: | |
| | | |
| | |
| | |
| | | |
| | |
| Damion Shelton | |
| 21,062,812 | | |
| 3,964,139 | |
| | |
| | | |
| | |
| Derek Aberle | |
| 21,063,202 | | |
| 3,963,749 | |
| | |
| | | |
| | |
| Class III Nominees: | |
| | | |
| | |
| | |
| | | |
| | |
| Merline Saintil | |
| 21,061,917 | | |
| 3,965,034 | |
As
there were sufficient votes to approve the above proposals, Proposal No. 9, the “Adjournment Proposal” described in the Proxy
Statement was not presented to shareholders.
| Item 7.01 | Regulation
FD Disclosure. |
On
November 2, 2026, Churchill issued a press release announcing the approval of all of the proposals presented at the Shareholder Meeting.
A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
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 the filings of Churchill under the Securities Act of 1933, as amended
or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (this “Current
Report”) will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Shareholders holding 25,451,804 Class A
Ordinary Shares, representing approximately 61.5% of the Class A Ordinary Shares outstanding as of the redemption deadline,
exercised their right to redeem such shares for a pro rata portion of the funds in Churchill’s trust account. As a result,
approximately $261.8 million (approximately $10.287364 per share) will be removed from Churchill’s trust account to pay such
shareholders. As a result, at the close of the Business Combination, The total amount of Agility’s gross capital raise and
related financings is expected to be approximately $465.1 million before transaction expenses, consisting of approximately $164.1
million of proceeds from the trust account, $201.0 million of proceeds from Churchill’s previously announced private placement
and $100 million of equity funding already received following the announcement of the Business Combination.
Based
on the approval of the Domestication Proposal at the Shareholder Meeting, on November 2, 2026, Churchill effected a deregistration under
the applicable provisions of Churchill’s current articles of association and Section 206 of the Companies Act (As Revised) of the
Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law (the “Domestication”), pursuant
to which Churchill’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Upon the Domestication,
the continuing entity was renamed “Agility Robotics, Inc.” and existing shareholders of Churchill hold shares of common stock
in Agility Robotics, Inc. rather than ordinary shares in a Cayman Islands company.
Based
on the results of the Shareholder Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described
in the Proxy Statement, the transactions contemplated by the Merger Agreement are expected to be consummated promptly. In connection
with the Business Combination, Churchill has applied to have the post-Business Combination company common stock and warrants listed on
The Nasdaq Stock Market (“Nasdaq”) under the symbols “AGLT” and “AGLTW,” respectively, and
expects such securities to begin trading on Nasdaq on November 5, 2026. It is a condition to the consummation of the Business Combination
that the shares of post-Business Combination company common stock to be issued (or reserved for issuance) in the Business Combination
have been listed on Nasdaq or any other stock exchange mutually agreed upon by Churchill and Agility and shall be eligible for continued
listing immediately following the closing, but there can be no assurance that such listing condition will be met. If such listing condition
is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.
Forward
Looking Statements
This
Current Report on Form 8-K 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: Agility’s and Churchill’s ability to consummate the proposed transaction and
PIPE and the satisfaction or waiver of the closing conditions set forth in the proposed transaction or PIPE subscription agreements;
the occurrence of any other event, change or other circumstance that could give rise to the termination of the proposed transaction or
PIPE subscription agreements; projections of market opportunity and market share; estimates of customer adoption rates, market acceptance
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 expected timing of availability, performance characteristics, technical specifications and capabilities of Digit 5, including its
cooperative safety capabilities; Agility’s orders for Digit 5 and its ability to convert such orders into revenue, including the
satisfaction of the contractual milestones, product features and specifications to which those orders are subject; Agility’s customer
pipeline and its plans to expand its pipeline and committed customer facility deployments; Agility’s manufacturing capacity, including
the production capacity of RoboFab, and its production plans; Agility’s strategic partnerships and commercial agreements, including
with NVIDIA and Toyota Motor Manufacturing Canada; and the expected listing of the combined company’s common stock on the Nasdaq
Stock Market, the potential for share price appreciation; the expected timing and close of the Business Combination; Agility’s
economic opportunity and total addressable market; the anticipated gross proceeds from the Business Combination and related financings,
including the amount of cash remaining in Churchill's trust account following redemptions, the funding of the PIPE financing and the
expected availability of such proceeds to Agility; expectations regarding Agility’s ability to attract, retain and expand its customer
base; Agility’s deployment of proceeds from capital raising transaction; 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.
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 or 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; the capital requirements of Agility’s business plans; 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 reliance on global supply chains and the risk that disruptions, tariffs,
or trade restrictions could delay production, increase costs, and limit Agility’s ability to fulfill customer orders; Agility’s
ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity
incidents and related regulations; risks associated with product liability, workplace safety regulations and potential injuries arising
from the deployment of humanoid robots alongside human workers; the use, rate of adoption and regulation of artificial intelligence and
machine learning; the evolving regulatory landscape for AI technologies across multiple jurisdictions and the risk that failure to comply
with new or changing AI laws could result in enforcement actions, fines or restrictions on Agility’s ability to develop or deploy
its products; 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
as 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;
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
strategic partners, 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; risks related
to Agility's ability to satisfy contractual milestones and achieve anticipated manufacturing capacity and production targets; Agility's
ability to convert orders and pipeline into revenue; risks related to the development, commercialization and market acceptance of Digit
5 and related technologies; 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 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 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.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated November 2, 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:
November 2, 2026
| CHURCHILL CAPITAL CORP XI |
|
| |
|
|
| By: |
/s/
Jay Taragin |
|
| Name: |
Jay Taragin |
|
| Title: |
Chief Financial Officer |
|
Exhibit 99.1
Churchill Capital Corp XI Shareholders Approve
Business Combination with Agility Robotics
Approximately $465 million in expected gross
capital to support Agility’s business plan and accelerate commercial deployments
Transaction expected to close on November 4,
2026; combined company expected to begin trading on Nasdaq under ticker symbol “AGLT” on November 5, 2026
NEW YORK and SALEM, Ore. – November 2,
2026 – Churchill Capital Corp XI (Nasdaq: CCXI) (“Churchill XI”), a publicly traded special purpose acquisition
company, today announced that its shareholders have approved the previously announced business combination with Agility Robotics, Inc.
(“Agility”), a leading humanoid robotics and physical AI company.
At a special meeting held today, Churchill XI
shareholders approved the business combination (the “Transaction”) and all related proposals. The Transaction received overwhelming
support, with more than 84% of votes cast voting in favor.
As previously disclosed in the October 30 announcement,
Agility’s gross capital raise in connection with the Transaction and related financings is expected to total approximately $465
million, before transaction expenses. This 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 Agility stockholders
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, with a clean balance sheet and the resources to execute its planned investments in commercial expansion and accelerate
deployments with leading global enterprise customers. Upon closing, Agility is expected to become the only U.S. publicly listed pure-play
humanoid robotics company with proven, active commercial deployments.
Based on shareholder approval of the domestication
proposal by Churchill XI’s shareholders, Churchill XI will change its jurisdiction of incorporation from the Cayman Islands to the
State of Delaware. Upon domestication, the continuing entity will be renamed “Agility Robotics, Inc.,” and existing Churchill
XI shareholders will hold common stock in Agility Robotics, Inc., a Delaware corporation.
The Transaction and related PIPE financing are
expected to close on November 4, 2026, subject to the satisfaction of applicable closing conditions. Following closing, the combined company
will operate as Agility Robotics, Inc., and its common stock and warrants are expected to begin trading on the Nasdaq Stock Market under
the ticker symbols “AGLT” and “AGLTW,” respectively, on November 5, 2026.
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.
Forward-Looking Statements
This press release includes forward-looking statements
within the meaning of the federal securities laws regarding Agility and Churchill Capital Corp XI (“Churchill XI”). Forward-looking
statements are often identified by 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. 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: Agility’s
ability to develop, validate and deploy new Digit skills and capabilities, including Digit 5 and its cooperative safety capabilities;
the anticipated gross proceeds from the transaction, including proceeds from Churchill XI’s trust account following redemptions
and the PIPE financing; Agility’s ability to expand its customer base, increase commercial deployments of Digit and support existing
and future customer relationships; the anticipated value, fulfillment and timing of customer orders, including orders for Digit 5 that
are subject to contractual milestones; Agility’s ability to scale its operations, manufacturing and service infrastructure to support
growing customer demand; Agility’s preparation to operate as a public company; Agility’s ability to consummate the proposed
business combination with Churchill XI, the satisfaction or waiver of closing conditions and the expected timing of closing; the expected
listing of the combined company’s common stock and warrants on Nasdaq under the ticker symbol “AGLT” and “AGLTW,”
respectively; and the potential benefits of the proposed transaction.
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 Securities and Exchange Commission
(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.
Contacts
Media: Michael Oldenburg
media@agilityrobotics.com
Investors: Anthony Rozmus
investor-relations@agilityrobotics.com
