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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): July 14, 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 8.01
Other Events.
As
previously disclosed on June 24, 2026, Churchill Capital Corp XI (“Churchill” or “we”) 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
(the “Company”).
On
July 14, 2026, we and the Company issued a joint press release announcing the confidential submission by Churchill and the Company of
a draft registration on Form S-4 with the Securities and Exchange Commission (the “SEC”) on July 13, 2026, in connection
with the Merger Agreement and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
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 intends to file a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), which
will include preliminary and definitive proxy statements to be distributed to Churchill XI’s shareholders 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 to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be
issued to Company 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 Churchill XI shareholders
as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill
XI and Company stockholders 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 statement, as well as other documents filed
with the SEC by Churchill XI in connection with the proposed transaction, as these documents will contain important information about
Churchill XI, the Company and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus
statement, once available, 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 XI 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. 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 proposed business combination and PIPE and the satisfaction
or waiver of the closing conditions set forth in the proposed business combination or PIPE subscription agreements; the occurrence of
any other event, change or other circumstances that could give rise to the termination of the proposed business combination or PIPE subscription
agreements; projections of market opportunity and market share; estimates of customer adoption rates, market acceptance and usage patterns;
projections regarding the Company’s future development plans; the timing and success of the Company’s future development
plans; the ability of the Company 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; the Company’s
economic opportunity and total addressable market; the expected amount of gross transaction proceeds and the planned pre-money valuation
of the Company; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s
deployment of proceeds from capital raising transaction; the Company’s expectations concerning relationships with strategic partners,
suppliers, regulatory bodies and other third parties; the Company’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 the Company’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 the Company and Churchill XI.
These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill XI’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 the Company is pursuing
an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s
historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital
requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive
landscape; the Company’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 Company’s ability to manage growth and expand its operations; potential
future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners
and other third parties; the Company’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 the Company 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
the Company or Churchill XI; failure to realize the anticipated benefits of the proposed transaction; the Company’s estimates of
expenses and profitability; the evolution of the markets in which the Company 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 the Company, 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 the Company’s and Churchill XI’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 the Company 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 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 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 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.
Participants
in the Solicitation
Churchill
XI, the Company 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 XI’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
XI’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it
is filed by Churchill XI with the SEC. You can find more information about Churchill XI’s directors and executive officers in Churchill
XI’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
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 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.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits.
The
Exhibit Index is incorporated by reference herein.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Press Release of Churchill Capital Corp XI and Agility Robotics, Inc., dated July 14, 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.
| |
Churchill
Capital Corp XI |
| |
|
|
| Dated:
July 14, 2026 |
|
|
| |
|
|
| |
By: |
/s/
Jay Taragin |
| |
Name: |
Jay
Taragin |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Agility
Robotics and Churchill Capital Corp XI Announce Confidential Submission of Draft Registration Statement on Form S-4 in Connection with
Proposed Business Combination
Transaction
Expected to Create The Only Publicly Listed Pure-Play Humanoid Company with Proven, Active Commercial Deployments
SALEM,
Ore. and NEW YORK, N.Y., July 14, 2026 – Agility Robotics, Inc. (“Agility” or the “Company”) creator of
the general-purpose humanoid robot Digit, and Churchill Capital Corp XI (NASDAQ: CCXI) (“CCXI” or “Churchill XI”),
a special purpose acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the
“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”).
The
submission of the Registration Statement marks an important milestone toward the completion of the previously disclosed proposed business
combination between Agility and Churchill XI under which Agility will become a publicly traded company. Upon closing, the combined company
will operate as “Agility” and is expected to be listed on a major North American exchange under the ticker symbol “AGLT,”
creating the only U.S. publicly listed pure-play humanoid company with proven, active commercial deployments.
Agility’s
mission is to build robot partners that augment the human workforce and lead the adoption of humanoids everywhere. The Company’s
flagship humanoid robot, Digit, is a general-purpose, human-centric robot Made for Work™ currently commercially deployed
with leading enterprises including Schaeffler, GXO, Toyota Motor Manufacturing Canada, and Mercado Libre where it automates repetitive
physical tasks across manufacturing, distribution, and logistics operations. Agility is preparing for the commercial launch of Digit
v5, its next-generation humanoid designed to be the world’s first cooperatively safe AI-enabled humanoid robot. The Company is
supported by leading strategic investors and partners across the AI, technology, venture, and industrial ecosystem, including NVIDIA,
Amazon, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, DCVC, and Playground Global.
The
proposed business combination is expected to provide more than $620 million in gross proceeds, including $421 million of cash held in
Churchill XI’s trust account (assuming no redemptions) and approximately $201 million of incremental financing through a common
stock with participation from leading existing and new institutional investors. Agility intends to use the proceeds from the transaction
to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5, and continue investing in its integrated
platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure.
The
Transaction is expected to close in 2026, subject to approval by Churchill XI shareholders, SEC review of the registration statement
on Form S-4, receipt of required regulatory approvals, approval by the relevant stock exchange to list the securities of the combined
company, and other customary closing conditions.
About
Agility
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
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.
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 intends to file a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), which
will include preliminary and definitive proxy statements to be distributed to Churchill XI’s shareholders 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 to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be
issued to Company 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 Churchill XI shareholders
as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill
XI and Company stockholders 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 statement, as well as other documents filed
with the SEC by Churchill XI in connection with the proposed transaction, as these documents will contain important information about
Churchill XI, the Company and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus
statement, once available, 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 XI 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. 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 proposed business combination and PIPE and the satisfaction
or waiver of the closing conditions set forth in the proposed business combination or PIPE subscription agreements; the occurrence of
any other event, change or other circumstances that could give rise to the termination of the proposed business combination or PIPE subscription
agreements; projections of market opportunity and market share; estimates of customer adoption rates, market acceptance and usage patterns;
projections regarding the Company’s future development plans; the timing and success of the Company’s future development
plans; the ability of the Company 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; the Company’s
economic opportunity and total addressable market; the expected amount of gross transaction proceeds and the planned pre-money valuation
of the Company; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s
deployment of proceeds from capital raising transaction; the Company’s expectations concerning relationships with strategic partners,
suppliers, regulatory bodies and other third parties; the Company’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 the Company’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 the Company and Churchill XI.
These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill XI’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 the Company is pursuing
an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s
historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital
requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive
landscape; the Company’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 Company’s ability to manage growth and expand its operations; potential
future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners
and other third parties; the Company’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 the Company 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
the Company or Churchill XI; failure to realize the anticipated benefits of the proposed transaction; the Company’s estimates of
expenses and profitability; the evolution of the markets in which the Company 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 the Company, 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 the Company’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 the Company 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 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 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.
Participants
in the Solicitation
Churchill
XI, the Company 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 XI’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
XI’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it
is filed by Churchill XI with the SEC. You can find more information about Churchill XI’s directors and executive officers in Churchill
XI’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
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
Agility
Media:
Scott
Bisang / David Feldman
Agility-CS@collectedstrategies.com
Investors:
Anthony
Rozmus
arozmus@soleburystrat.com
