Agility Robotics, Inc. (NASDAQ: CCXI) to list via $2.5B merger with Churchill XI
Rhea-AI Filing Summary
Churchill Capital Corp XI entered into a definitive merger agreement with Agility Robotics, Inc., valuing Agility at a pre-money equity value of $2.5 billion. After a domestication to Delaware, Churchill will be renamed Agility Robotics, Inc. and Agility will become its wholly owned subsidiary.
The combination is expected to provide more than $620 million of gross proceeds, including a $200 million PIPE investment in common stock at $10.00 per share, with all existing Agility shareholders rolling their equity. Closing is subject to shareholder approvals, an effective Form S-4, Nasdaq listing of the domesticated SPAC common stock, and a $200 million minimum available cash condition.
Agility reports over $300 million of multi‑year orders for its Digit v5 humanoid robots, deployment commitments across nine facilities with more than 65,000 operating hours, and manufacturing capacity designed for up to 10,000 units annually. Churchill also entered into related voting, registration rights, sponsor, subscription and advisory agreements, including an advisory agreement paying $250,000 per quarter for two years after closing.
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Insights
Churchill XI is pivoting from cash shell to humanoid robotics platform via a large de-SPAC.
The agreement to merge with Agility Robotics at a pre-money equity value of $2.5 billion transforms Churchill XI from a SPAC into an operating company focused on humanoid robotics and physical AI. The structure includes a $200 million PIPE at $10 per share and an expected total of over $620 million gross proceeds, subject to closing conditions.
The Merger Agreement features a $200 million Minimum Cash Condition tied to trust cash plus incremental financing, standard regulatory and shareholder approvals, and Nasdaq listing requirements. All existing Agility shareholders rolling equity and agreeing to a 180‑day lock‑up aligns insider incentives with public holders, though ultimate dilution depends on redemptions and final capitalization.
Agility highlights more than $300 million of multi‑year orders for its Digit v5 humanoid robots, nine committed deployment facilities, and manufacturing capacity up to 10,000 units annually. Future filings, including the Form S‑4, will provide detailed financials, pro forma ownership, and risk factors that will shape how investors evaluate execution risk in scaling this emerging technology business post‑closing.
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Exchange Ratio financial
Minimum Cash Condition financial
PIPE Investment financial
Registration Statement on Form S-4 regulatory
cooperatively safe humanoid technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
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 (“Merger Sub”), and Agility Robotics, Inc., a Delaware corporation (the “Company”).
Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Churchill (the “Merger”). The transactions contemplated by the Merger Agreement, including the PIPE Investment (as defined below), are referred to as the “Transactions.”
The proposed Merger is expected to be consummated following the receipt of the required approvals by the shareholders of Churchill and the Company and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.
Merger Agreement
The Domestication
Subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing (the “Closing,” and, the date on which the Closing occurs, the “Closing Date”) of the Merger, Churchill will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, Churchill will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Domesticated SPAC Charter”). Among other things, the Domesticated SPAC Charter will change Churchill’s name to “Agility Robotics, Inc.”(such company after the Domestication, “Domesticated SPAC”) and set forth the rights and preferences of the equity interests of Domesticated SPAC, including following the completion of the Merger.
Immediately prior to the Domestication, each of the then issued and outstanding Class B ordinary shares of Churchill, par value $0.0001 per share (each, a “Cayman Class B Share”), will be converted, on a one-for-one basis, into a Class A ordinary share of Churchill, par value $0.0001 per share (each, a “Cayman Class A Share”). Pursuant to the Domestication: (i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Domesticated SPAC (the “Domesticated SPAC Common Stock”); (ii) each of the then issued and outstanding warrants to acquire Cayman Class A Shares (each, a “Cayman SPAC Warrant”) will convert automatically into a warrant to acquire a corresponding number of shares of Domesticated SPAC Common Stock, on a one-for-one basis, pursuant to the related warrant agreement (each warrant, a “Domesticated SPAC Warrant”); and (iii) each of the then issued and outstanding units of Churchill will be canceled and each holder will be entitled to one share of Domesticated SPAC Common Stock and one-tenth of one Domesticated SPAC Warrant.
Merger Consideration
The value of the aggregate consideration to be paid to the stockholders, holders of options and holders of other convertible securities of the Company at the Closing will be based on a pre-money equity value of the Company of $2,500,000,000 (the “Equity Value”). The Equity Value will be used to calculate the Exchange Ratio (as defined below). Each outstanding share of capital stock of the Company, subject to certain exceptions set forth in the Merger Agreement, will be cancelled and converted into the right to receive consideration as a result of the Merger in the form of shares of Domesticated SPAC Common Stock based on the Exchange Ratio, which entitles the holder to one vote per share in matters submitted to the stockholders of Domesticated SPAC for approval. The “Exchange Ratio” will be equal to (i) the Per Share Equity Value divided by (ii) the amount to be paid from Churchill’s trust account for each Cayman Class A Share tendered for redemption, where the “Per Share Equity Value” is the quotient obtained by dividing the (x) sum of (A) the Equity Value plus (B) the aggregate exercise price of all outstanding options to purchase shares of the Company (“Company Options”) (whether vested or unvested) by (y) the sum of the (A) aggregate number of shares of common stock of the Company (“Company Common Stock”) outstanding as of immediately prior to the Merger (after giving effect to the conversions of each share of preferred stock, simple agreements for future equity (SAFEs) and all equity securities of the Company issued or issuable in connection with a Permitted Bridge Financing (as defined in the Merger Agreement), into shares of Company Common Stock, in accordance with their terms, prior to the Closing) and (B) to the extent not already included in clause (A), the aggregate number of shares of Company Common Stock issuable in respect of all Company Options, all issued and outstanding warrants to purchase or otherwise acquire Company Common Stock, or other convertible securities that is convertible into or exchangeable for capital stock of the Company (in each case, whether vested or unvested) prior to the Merger and (C) to the extent not already included in clause (A) or (B), the aggregate number of shares of Company Common Stock issuable upon the conversion, exercise, exchange or settlement of all securities issued in connection with any Permitted Bridge Financing, in each case, to the extent outstanding as of immediately prior to the Merger.
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Treatment of Options of the Company
As a result of the Merger, all vested and unvested Company Options outstanding as of immediately prior to the Merger will be assumed by Churchill, and will become options to purchase shares of Domesticated SPAC Common Stock on the same terms and conditions (including applicable vesting, exercise, termination and expiration provisions) as are in effect with respect to such Company Option immediately prior to the Merger (each, an “Exchanged Option”). Each Exchanged Option will represent the right to acquire the whole number of shares of Domesticated SPAC Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such option immediately prior to the Merger, multiplied by the Exchange Ratio, and such Exchanged Option’s per-share exercise price will be equal to the quotient of the exercise price per share of Company Common Stock immediately prior to the Merger divided by the Exchange Ratio, subject to rounding.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations, warranties and covenants made by each of the Company and Churchill, including, among others, covenants providing for (i) the operation of the parties’ respective businesses during the interim period between the execution of the Merger Agreement and the Closing, (ii) Churchill and the Company’s efforts to satisfy conditions to the Closing, (iii) Churchill and the Company to cease discussions for alternative transactions, (iv) Churchill to prepare and file a registration statement and a proxy statement on Form S-4 (the “Registration Statement”) for the purpose of soliciting proxies from Churchill’s shareholders to vote on certain matters related to the Transactions (the “SPAC Stockholder Matters”), including adoption of the Merger Agreement and approval of the Transactions, approval of the Domestication (including adoption of the Domesticated SPAC Charter upon such Domestication), approval of the issuance of Domesticated SPAC Common Stock in connection with the Transactions and certain other matters at a special meeting called of Churchill’s shareholders (the “Special Meeting”), and (v) the Company to solicit approval of certain matters by the stockholders of the Company by written consent, including adoption of the Merger Agreement and approval of the Transactions (the “Company Stockholder Matters”).
Conditions to Closing
The Closing is subject to customary closing conditions for special purpose acquisition company transactions, including, among others: (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) no order by a governmental authority preventing, materially restraining, enjoining or otherwise prohibiting the consummation of the Transactions or law being in force that prevents or materially restrains the consummation of the Transactions; (iii) approval by the SPAC’s shareholders of the SPAC Stockholder Matters; (iv) approval by the Company’s stockholders of the Merger Agreement and the Transactions; (v) the adoption and execution of any organizational documents or agreements necessary to give effect to the governance arrangements contemplated by the Merger Agreement and the other transaction documents contemplated therein; (vi) shares of the Domesticated SPAC Common Stock being listed on The Nasdaq Stock Market LLC (“Nasdaq”); and (vii) the Registration Statement becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”).
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Additionally, the obligation of the Company to consummate the Transactions is also conditioned upon, among other things, (i) the amount of cash available in the Churchill’s trust account (after reduction for the aggregate amount of Churchill shareholder redemptions payable by Churchill in connection with the Transactions but before the payment of transaction expenses and repayment of certain loans, if any) plus the net proceeds of any incremental financing raised by Churchill in connection with the Transactions (the “Available Closing SPAC Cash”), being at least equal to $200,000,000 as of the Closing (such condition, the “Minimum Cash Condition”); (ii) no SPAC Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to Churchill that is continuing; (iii) the covenants of certain parties to the Amended and Restated Sponsor Agreement (as defined below) having been performed in all material respects; and (iv) termination of certain agreements.
Additionally, the obligation of SPAC to consummate the Transactions is also conditioned upon, among other things, (i) the period for stockholders of the Company to demand dissenters’ rights with respect to the Merger under Delaware law having expired, and no holder or holders, individually or in the aggregate, beneficially owning more than 5% of outstanding shares of the Company, on an as-converted to Company Common Stock basis, having properly exercised dissenters’ rights with respect to the Merger under Delaware law or validly exercised similar rights under the Company’s organizational documents as of the Closing, and (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to the Company that is continuing.
Termination
The Merger Agreement may be terminated in customary circumstances set forth in the Merger Agreement, including, among others: (i) by mutual written consent of Churchill and the Company; (ii) by either Churchill or the Company if the Transactions are not consummated on or before December 31, 2026; (iii) by either Churchill or the Company if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation; (iv) by either Churchill or the Company if the other party has breached any of its covenants, agreements, representations or warranties which would result in the failure of certain conditions to be satisfied at the Closing, subject to cure rights; (v) by either Churchill or the Company if, at the Special Meeting, the Transactions and the other SPAC Stockholder Matters required to consummate the Transactions fail to be approved by holders of Churchill’s outstanding shares; (vi) by Churchill if the Company fails to obtain the written consent of the Company’s stockholders holding the requisite number of shares of capital stock of the Company necessary to approve the Company Stockholder Matters (the “Company Stockholder Approval”) within 48 hours of the Registration Statement being declared effective; or (vii) by the Company if the SPAC board of directors changes, withdraws, withholds, qualifies or modifies (or publicly proposes to do) its recommendation to SPAC stockholders to approve the SPAC Stockholder Matters.
The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about Churchill, the Company, or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Churchill’s public disclosures.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.
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Related Agreements
Company Voting and Support Agreement
Concurrently with the execution of the Merger Agreement, certain stockholders of the Company entered into Company Voting and Support Agreements (each, a “Company Voting and Support Agreement”), in their capacity as such. Under the terms of the Company Voting and Support Agreements, such stockholders of the Company have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve the Transactions, and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of the Company to consummate the Transactions. The stockholders of the Company party to the Company Voting and Support Agreements hold sufficient shares of stock of the Company to effect the Company Stockholder Approval. In addition, each Company stockholder party to a Company Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law. The Company Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of the Company held by such stockholders prior to the Closing, subject to certain exceptions.
The foregoing description of the Company Voting and Support Agreement is not complete and is qualified in its entirety by reference to the form of Company Voting and Support Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K.
Amended and Restated Registration Rights Agreement
Effective upon the Closing, that certain Registration Rights Agreement of Churchill, dated December 16, 2025, will be amended and restated, and Churchill, Sponsor and certain persons and entities receiving Domesticated SPAC Common Stock in connection with the Merger (the “New Holders” and, together with Sponsor, the “Reg Rights Holders”) will be parties to an Amended and Restated Registration Rights Agreement, attached as Exhibit E to the Merger Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, the Domesticated SPAC will agree to use reasonable best efforts to (i) file with the Securities and Exchange Commission (the “SEC”) (at the Domesticated SPAC’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 calendar days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the 105th calendar day (or 165th calendar day if the SEC notifies the Domesticated SPAC that it will “review” the Resale Registration Statement) after the Closing Date. In certain circumstances, the Reg Rights Holders may demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights.
Pursuant to the A&R Registration Rights Agreement, the New Holders have agreed not to transfer their respective shares until the earlier of (a) 180 days following the Closing Date and (b) the date on which the dollar volume-weighted average price (“VWAP”) of one share of Domesticated SPAC Common Stock on the principal securities exchange or securities market on which the shares of Domesticated SPAC Common Stock are then traded equals or exceeds $12.00 per share during any 15 trading days within the 180-day period following the Closing Date. Similar transfer restrictions will apply to the shares of Domesticated SPAC Common Stock issued to former securityholders of the Company in connection with the Merger pursuant to the Bylaws of Domesticated SPAC in effect following the Domestication and the Closing.
The foregoing description of the A&R Registration Rights Agreement is not complete and is qualified in its entirety by reference to the A&R Registration Rights Agreement attached as Exhibit E to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.
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Amended and Restated Sponsor Agreement
In connection with the execution of the Merger Agreement, on June 24, 2026, Churchill amended and restated that certain letter agreement, dated December 16, 2025, from the Sponsor and each of the persons undersigned thereto (the “Insiders”) to Churchill (the “Amended and Restated Sponsor Agreement”), pursuant to which each of the Sponsor and the Insiders agreed, among other things, (i) to vote or consent (or cause to be voted or consented) any of such Insider’s shares of Churchill capital stock (a) in favor of the adoption and approval of the Merger Agreement and approval of the Transactions and all other SPAC Stockholder Matters (and any actions required in furtherance thereof), (b) if applicable, in favor of waiving any and all anti-dilution rights the Sponsor may hold pursuant to the governance documents of Churchill, (c) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of Churchill contained in the Merger Agreement, (d) in favor of any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (1) there are not sufficient votes to approve and adopt any of the matters described in clause (a) above on the dates on which such meetings are held or proposed to be held or (2) the Minimum Cash Condition has not been satisfied, and (e) against the following actions or proposals: (1) any Business Combination Proposal (as defined in the Merger Agreement) or any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement and (2) (A) any change in the dividend policy or present capitalization of SPAC or any amendment of the governance documents of Churchill or the Domesticated SPAC, except (x) as contemplated by clause (a) above or (y) to the extent expressly contemplated by the Merger Agreement, (B) any liquidation, dissolution or other change in Churchill’s corporate structure or business (other than as may be proposed pursuant to an extension proxy), (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any material respect of any representation, warranty, covenant, obligation or agreement of the Sponsor or any Insider under the Amended and Restated Sponsor Agreement, or (D) any other action or proposal involving Churchill or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions (excluding, for the avoidance of doubt, any action taken in connection with any valid action taken by Churchill to terminate the Merger Agreement in accordance with the terms thereof), (ii) not to redeem, elect to redeem or tender or submit any Cayman Class B Shares, Cayman Class A Shares or Domesticated SPAC Common Stock owned by it, him or her for redemption in connection with any of the stockholder approvals or proposals described in clause (i) above, or in connection with any vote to amend the governance documents of Churchill or the Domesticated SPAC, and (iii) to vote in favor of the appointment or election of the individual(s) nominated for election in the Registration Statement in accordance with Section 8.09 of the Merger Agreement to the board of directors of the Domesticated SPAC.
The foregoing description of the Amended and Restated Sponsor Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Sponsor Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
Subscription Agreements
In connection with the execution of the Merger Agreement, on or about the date hereof, Churchill entered into certain common stock subscription agreements (the “Subscription Agreements”) with certain investment funds (the “PIPE Investors”) pursuant to which, Churchill has agreed to issue and sell to the PIPE Investors approximately $200 million of Domesticated SPAC Common Stock, par value $0.0001 (the “PIPE Shares”) in reliance on an exemption from registration under Section 4(a)(2) under the Securities Act at a purchase price of $10.00 per share (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the PIPE Investment will be consummated immediately prior to the Closing. The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto and (iii) January 31, 2027 unless the Merger Agreement is otherwise extended, at the option of the subscriber. The Subscription Agreements provide for, under certain circumstances, customary indemnities between Churchill and the PIPE Investors.
The Subscription Agreements provide that Churchill is required to file with the SEC, within 30 days after the consummation of the Transactions, a shelf registration statement covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th day (or 150th day if the SEC notifies Churchill that it will “review” such registration statement) following the Closing and (ii) the fifth business day after the date Churchill is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by reference to the Subscription Agreements, the form of which is attached as Exhibit 10.3 to this Current Report and incorporated herein by reference.
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Advisory Agreement
Effective upon the Closing, on June 24, 2026, Churchill and M. Klein & Company, through its affiliate, The Klein Group, LLC (the “Advisor”), entered into a certain Advisory Agreement (the “Advisory Agreement”), pursuant to which Advisor will provide financial advisory, strategic consulting, and business development services to the post-Closing Company. The Advisory Agreement has an initial term of two (2) years and may be extended upon mutual agreement of the parties.
The Advisory Agreement provides (i) for payments from the Domesticated SPAC to Advisor of a fixed cash retainer fee of $250,000 per quarter, and (ii) that in the event the Company undertakes (a) any merger, acquisition or other strategic transaction, or (b) any capital-markets financing (including an issuance of equity, debt or convertible securities in U.S. markets), the Company shall negotiate in good faith with Advisor or one of its affiliates regarding the possible retention of the Advisor as a financial advisor for that transaction, in each case with such engagement to be covered by a separate agreement between the post-Closing Company and Advisor, including mutually agreed fees and other terms.
The foregoing description of the Advisory Agreement is not complete and is qualified in its entirety by reference to the Advisory Agreement, the form of which is attached as Exhibit 10.4 to this Current Report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 24, 2026, Churchill and the Company issued a press release (the “Press Release”) announcing the Transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated June 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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 or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Churchill for their consideration. Churchill intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to Churchill’s shareholders in connection with Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to 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 shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill 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 in connection with the proposed transaction, as these documents will contain important information about Churchill, 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 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.
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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 Merger and PIPE Investment and the satisfaction or waiver of the closing conditions set forth in the Merger Agreement and Subscription Agreement; the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement or Subscription Agreements; projections of market opportunity and market share; estimates of customer adoption rates, 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 transactions; 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 transactions 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.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that 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’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 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; 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 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 the Company, 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 the Company’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 the Company 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.
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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.
Participants in the Solicitation
Churchill, 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’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it is filed by Churchill with the SEC. You can find more information about Churchill’s directors and executive officers in Churchill’s final prospectus related to its initial public offering filed with the SEC on December 16, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This 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, 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.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026, by and among Churchill Capital Corp XI, BLB Merger Sub, Inc. and Agility Robotics, Inc. | |
| 10.1 | Amended and Restated Sponsor Agreement, dated as of June 24, 2026, by and among Churchill Capital Corp XI, Churchill Sponsor XI LLC, Agility Robotics, Inc. and the Insiders | |
| 10.2* | Form of Company Voting and Support Agreement, dated as of June 24, 2026, by and among Churchill Capital Corp XI, Agility Robotics, Inc. and certain stockholders of the Company | |
| 10.3 | Form of Subscription Agreement | |
| 10.4 | Advisory Agreement, dated as of June 24, 2026, by and between Churchill Capital Corp XI and M. Klein & Company, through its affiliate, The Klein Group, LLC | |
| 99.1 | Joint Press Release of Churchill Capital Corp XI and Agility Robotics, Inc., dated June 24, 2026 | |
| 99.2 | Investor Presentation of Churchill, dated June 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Churchill Capital Corp XI agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
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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: June 24, 2026 | ||
| By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Agility Robotics to Go Public Through $2.5 Billion Merger with Churchill Capital Corp XI
Transaction expected to create the only U.S. publicly listed pure-play humanoid company with proven, active commercial deployments
| ● | Operating today in commercial environments with leading enterprises including Schaeffler, GXO, and Toyota Motor Manufacturing Canada. | |
| ● | Supported by leading strategic investors and partners across the AI, technology, VC, and industrial ecosystem, including DCVC, NVIDIA, Amazon, SoftBank Vision Fund 2, Foxconn, Schaeffler, Abico, and Playground Global. | |
| ● | Digit v5 is designed to be the world’s first AI-enabled cooperatively safe humanoid robot; Agility’s vertically integrated platform is general-purpose and built for scaled deployment. | |
| ● | Strong commercial momentum with more than $300 million of multi-year contracted Digit v5 orders secured to date. | |
| ● | $2.5 billion pre-money equity value and more than $620 million of expected gross transaction proceeds, including approximately $200 million of incremental financing via a common stock PIPE committed at $10 per share from leading existing and new institutional investors. | |
| ● | Proceeds will support fulfillment of existing customer orders, expansion of commercial deployments, scaling of Digit v5 production, and continued investment in Agility’s integrated platform. | |
| ● | Company to host a conference call today at 8:30 AM Eastern Standard Time. Visit www.agilityrobotics.com/investors for more information. |
SALEM, Ore. and NEW YORK, N.Y., June 24, 2026 – Agility Robotics, Inc. (“Agility” or the “Company”), a leading humanoid robotics and physical AI company, and Churchill Capital Corp XI (NASDAQ: CCXI) (“Churchill”), a publicly traded special purpose acquisition company, today announced they have entered into a definitive business combination agreement (the “Transaction”). Upon closing of the Transaction, the combined company is expected to operate as Agility and be listed on a major North American exchange under the ticker symbol “AGLT.”
Agility’s mission is to build robot partners that augment the human workforce and lead the adoption of humanoids everywhere. Its flagship humanoid robot, Digit, is a general-purpose, human-centric robot Made for Work™ currently operating in manufacturing, distribution, and logistics environments to fill chronic physical labor shortages. Through more than a decade of development, Agility has established itself as one of the only humanoid robotics companies with multiple years of operational experience in real customer environments. The Company is supported by leading strategic investors and partners across the AI, technology, VC, and industrial ecosystem, including DCVC, NVIDIA, Amazon, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, and Playground Global.
“Churchill Capital is proud to partner with companies that are shaping the future of technology and commerce,” said Michael Klein, Chairman and CEO of Churchill Capital Corp XI. “Agility is a humanoid first mover with proven technology, real-world deployments, and the trust of some of the world’s most demanding enterprises. We are excited to support Peggy, Jonathan, and the Agility team as they scale deployment of Digit, extend their leadership in physical AI, and create enduring value for shareholders.”
Digit Is Made for Work™
Peggy Johnson, CEO of Agility Robotics, said, “Humanoid robots are a critical driver of American technology leadership and the future of global industry. With category-defining commercially deployed humanoid robots operating in real customer environments today, Agility is at the forefront of a new era where safety-first, AI-powered technology can reliably work alongside people to bridge labor shortages, increase productivity, and strengthen the resilience of our supply chains. We believe humanoids are at a meaningful inflection point in commercial adoption, and we are focused on meeting growing customer demand, expanding deployments, and advancing our roadmap across robotics, physical AI, safety systems, and enterprise software. As adoption accelerates, we believe Agility is positioned to address a market opportunity across manufacturing, distribution, and logistics environments in the United States that is estimated by management to be approximately $1 trillion.”
Today, Digit is 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. Through deployment commitments across nine customer facilities, Digit has accumulated more than 65,000 hours of operation and demonstrated the ability to operate safely and reliably in live production environments.
Beyond its active deployments, Agility is working with a growing list of world-class potential customers for its Customer Acceleration Program that helps enterprises evaluate and prepare for large-scale humanoid adoption. The program feeds a growing pipeline of future deployments across industries and reflects increasing enterprise interest in humanoid adoption.
Agility’s commercial deployments have generated a growing body of proprietary, real-world operational data that continuously improves the Company’s embodied AI systems, accelerates development of new capabilities, and expands the range of tasks Digit can perform. The resulting data flywheel strengthens Agility’s technology platform, drives innovation, and creates increasing value for customers.
The Company is now preparing for the commercial launch of Digit v5, its next-generation humanoid robot designed to be the world’s first cooperatively safe humanoid. Agility has already secured more than $300 million of multi-year orders for Digit v5, subject to the realization of certain contractual milestones, with a growing pipeline of over 30 customers, reflecting growing demand from enterprises preparing to deploy humanoid robots at scale.
Building the World’s First Cooperatively Safe Humanoid Robot
Agility was established in 2015 by Dr. Jonathan Hurst, Dr. Damion Shelton, and Mikhail Jones out of Oregon State University’s Dynamic Robotics Laboratory. Since its founding, the Company has focused on advancing humanoid robotics from research and development into real-world commercial deployment, building deep expertise across robotics, physical AI, safety systems, and enterprise automation.
Jonathan Hurst, Co-Founder and Chief Robot Officer of Agility Robotics, said, “We set out to build robots capable of performing useful physical work in environments designed for people, and that mission has been central to Agility from day one. We believe cooperative safety is the critical unlock for scaled humanoid adoption, and our next generation Digit represents an important milestone toward a future where robots become trusted partners in the workplace.”
Today, humanoid deployment requires robots and people to operate in segregated environments. Agility believes cooperative safety – the ability for robots to safely work alongside people in dynamic environments – is the critical requirement for broad humanoid adoption. Digit v5 is designed to be the world’s first cooperatively safe AI-enabled humanoid robot, enabling deployment in environments where people and robots work together while expanding the range of workflows that can be automated.
Supporting this capability is Agility’s proprietary physical AI platform, which enables Digit to perceive, understand, and interact with the physical world while safely operating in complex, human-centric environments. Real-world deployment data continuously improves these capabilities, creating a compounding advantage as Agility scales adoption and develops new skills.
Agility’s physical AI leadership is further strengthened through collaboration with leading technology partners, including Google DeepMind and NVIDIA, which selected Agility as the launch partner for NVIDIA Halos, the industry’s first full-stack safety system for physical AI and humanoid robotics. The collaboration builds upon a longstanding relationship between the companies and reflects a shared commitment to advancing safe deployment of physical AI systems.
To support commercial scale, Agility has built the manufacturing, hardware, supply chain, and deployment infrastructure required for broad enterprise adoption. Central to this platform is Agility Arc, the Company’s cloud-based automation platform, which integrates Digit into customer operations and enables deployment, fleet orchestration, and operational management across facilities. Complementing Arc, Agility has built an integrated manufacturing and supply chain infrastructure, including RoboFab, its full-scale humanoid manufacturing facility designed to support production of up to 10,000 units annually, ownership of many of Digit’s highest-value hardware systems, and a domestic supply chain that sources approximately 75% of Digit parts within the United States.
Agility believes its combination of proven commercial deployments, growing customer demand, proprietary physical AI capabilities, cooperative safety leadership, and integrated deployment and manufacturing infrastructure positions the Company to capitalize on the growing adoption of humanoid robotics.
Agility is guided by a highly experienced leadership team, including CEO Peggy Johnson, Co-Founder & Chief Robot Officer Jonathan Hurst, Chief Business Officer Daniel Diez, Chief Financial & Operating Officer Jennifer Hunter, Chief Technology Officer Pras Velagapudi, Chief Hardware Officer Marco Marroquin and General Counsel and Chief People Officer Ana Lang. The executive team brings together more than 80 years of commercial leadership and more than 50 years of technical robotics experience.
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Attractive Transaction Structure to Accelerate Growth
The business combination values Agility at a pre-money equity value of $2.5 billion, providing an attractive entry point into Agility for Churchill XI shareholders and new investors. The Transaction is expected to provide more than $620 million of gross proceeds to Agility, including:
| ● | $420 million of cash held in Churchill XI’s trust account (assuming no redemptions); and | |
| ● | Approximately $200 million of incremental financing via a common stock PIPE committed at $10 per share, led by Foxconn 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.
Demonstrating strong alignment with public shareholders, 100% of existing Agility shareholders will roll their equity into the combined company. All existing Agility shareholders will be locked up for 180 days at close of the transaction.
The boards of directors of both Agility and Churchill XI have each unanimously approved the proposed business combination. 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.
Conference Call Information
The management teams of Agility and Churchill will host an investor conference call to discuss the proposed transaction and review an investor presentation at 8:30 a.m. ET today, June 24, 2026. Interested investors may access a live webcast of the conference call by visiting www.agilityrobotics.com/investors. A replay of the call will also be made available at the same website and a transcript of the call will be filed with the Securities and Exchange Commission.
Advisors
Citigroup Global Markets Inc. is serving as exclusive capital markets advisor and lead PIPE placement agent to Churchill XI. Willkie Farr & Gallagher LLP is serving as transaction counsel to Churchill XI. Ocean Tomo, a part of J.S. Held, is serving as financial and technical advisor to Churchill XI. Ogier (Cayman) LLP is serving as Cayman Islands legal counsel to Churchill XI. Ropes & Gray LLP is serving as legal advisor to the PIPE placement agents and capital markets advisor to Churchill XI. Ellenoff Grossman & Schole LLP is serving as corporate counsel to Churchill XI.
BTIG, LLC is serving as exclusive financial advisor to Agility and PIPE placement agent to Churchill XI. Latham & Watkins LLP is serving as legal advisor to Agility.
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.
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Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Churchill 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 transactions; 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 transactions 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.
4
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.
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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, 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:
Scott Bisang / David Feldman
Agility-CS@collectedstrategies.com
Investors:
Anthony Rozmus
investor-relations@agilityrobotics.com
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Exhibit 99.2
1 made for workTM Investor Presentation June 2026 Copyright © 2026 Agility Robotics, Inc. All rights reserved. Agility to go public in partnership with Churchill Capital Corp XI Transaction expected to create the only U.S. publicly listed pure-play humanoid company with proven commercial deployments.
Disclaimers (1/2) 2 This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a business combination between Churchill Capital Corp XI ( "Churchill", "we", "us" or "our") and Agility Robotics, Inc. (the "Company") and related transactions (collectively, the "Proposed Business Combination") and for no other purpose. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consentof Churchill is prohibited. This presentation does not purport to contain all of the information that may be required to evaluate a possible transaction. Neither this presentation, nor any prior or subsequent communications from or with Churchill, the Company, or their respective representatives, constitutes investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Churchill, the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation (including as to the accuracy or reasonableness of statements, estimates, targets, projections, assumptions or judgments described below) or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. Accordingly, none of Churchill, the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this presentation and any such liability is expressly disclaimed. Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of federal securities laws, that are based on beliefs and assumptions and on information currently available to Churchill and the Company. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Terms such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. For example, forward-looking statements in this presentation include, but are not limited to, information regarding: the expected timing of announcement and close of the Proposed Business Combination; the expected amount of gross transaction proceeds and planned pre-money equity valuation of the Company; the potential for share price appreciation; the Company's orders, order pipeline and expected customer demand for Digit v5; projected labor shortages; the timing of the planned release and launch of Digit v5; the Company's manufacturing capacity and production plans, including with respect to RoboFab; planned customer deployments and deployment expansion; the Company's ability to meet transaction milestones to unlock contracted revenues; the Company's ability to raise capital, including through anticipated PIPE financing; the Company's future development plans and the timing thereof, including with respect to Digit v5 and cooperative safety capabilities; the Company's revenue model, expected pricing model for the Digit v5, growth strategy and scaling plans, illustrative customer benefit and payback periods of our humanoid robotic models; strategic partnerships and technology licensing opportunities; the potential future applications of the Company's products and technologies; the expansion of the Company's partnership with NVIDIA; and the Company's economic opportunity and addressable market. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the risk that the parties are unable to enter into a definitive agreement with respect to the Proposed Business Combination or to complete the Proposed Business Combination; the risk that the Proposed Business Combination 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 the consummation of the Proposed Business Combination, including the approval of Churchill's shareholders; failure to realize the anticipated benefits of the Proposed Business Combination; the level of redemptions of Churchill'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 Business Combination; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business or competitive factors; the Company's estimates of expenses and profitability; changes in anticipated pricing and revenue models of Agility's humanoid robotics solutions; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and continue to innovate its existing products and services; risks related to the Company's ability to achieve anticipated manufacturing capacity and production targets; the Company's ability to convert orders and pipeline into revenue; and risks related to the development, commercialization and market acceptance of Digit v5 and related technologies. 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 or the combined company resulting from the Proposed Business Combination with the Securities and Exchange Commission,including under the heading "Risk Factors." 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. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,which speak only as of the date they are made. Churchill and the Company undertake no duty to update these forward-looking statements. Additional Information About the Proposed Business Combination and Where to Find It The Proposed Business Combination will be submitted to shareholders of Churchill for their consideration. Churchill intends to file a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), which will include preliminary and definitive proxy statements to be distributed to Churchill's shareholders in connection with Churchill's solicitation of proxies for the vote by Churchill's shareholders in connection with the Proposed Business Combination 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 Business Combination. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus statement and other relevant documents will be mailed to Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill and Company shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus statement, as well as other documents filed with the SEC by Churchill in connection with the Proposed Business Combination, as these documents will contain important information about Churchill, the Company and the Proposed Business Combination. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus statement, once available, as well as other documents filed by Churchill with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a written request to Churchill Capital Corp XI, 640 Fifth Avenue, 14th Floor, New York, NY 10019.
Disclaimers (2/2) 3 Participants in the Solicitation Churchill, 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's shareholders in connection with the Proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill's shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it is filed by Churchill with the SEC. You can find more information about Churchill's directors and executive officers in Churchill's final prospectus related to its initial public offering filed with the SEC on December 16, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus statement carefully when it becomes available before making any voting or investmentdecisions.You may obtain free copies of these documents from the sources described above. No Offer or Solicitation This presentation shall 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 any securities in any state or jurisdiction, domestic or foreign, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. This presentation does not constitute either advice or a recommendation regarding any securities. Notwithstanding anything contained herein, there can be no assurance that the Proposed Business Combination will be consummated on the terms described herein, within the time periods contemplated hereby, or at all. Investment in any securities described herein has not been approved by The SEC or any other regulatory authority, nor has any regulatory authority passed upon or endorsed the merits of the Proposed Business Combination or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense. Unit Economics,Use of Projections and Data This presentation contains projected financial information with respect to the Company. The projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. The unit economics in this presentation ("Unit Economics") were prepared solely for internal use and not with a view toward public disclosure or toward complying with Generally Accepted Accounting Principles, any published guidelines of the SEC or any guidelines established by the American Institute of Certified Public Accountants. The Unit Economics have been prepared by the Company and are the responsibility of the Company's management. The Unit Economics constitute forward-looking information, and is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying the Unit Economics are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties. See "Forward-Looking Statements" above in this presentation as well as "Risk Factors" at the end of this presentation. Actual results may differ materially from the results contemplated by Unit Economics and the financial forecast information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts and by the Unit Economics will be achieved. In this presentation, Churchill and the Company rely on and refer to certain information and statistics obtained from third-party sources which Churchill and the Company believe to be reliable. Some data is also based on the good faith estimates of the Company, which in each case are derived from its review of internal sources as well as the independent sources described above. Although Churchill and the Company believe these sources are reliable, neither Churchill, the Company, nor any of their respective affiliates, directors, officers, employees or advisers, have independently verified the accuracy or completeness of any such third-party information. The information contained in the third-party citations and websites referenced in this presentation is not incorporated by reference into this presentation. Recipients of this presentation should make their own evaluation of the Proposed Business Combinationor any other transaction and of the relevance and adequacy of the information and should make other investigations they deem necessary. Trademarks We own or have rights to various trademarks, service marks and trade names that are used in connection with the operation of our business. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to and does not imply a relationship with the Company or an endorsement or sponsorship by or of the Company. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ©, ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, its rights or the right of the applicable owner of these trademarks, service marks and trade names. Risk Factors For a description of certain risks related to Churchill, the Company and the Proposed Business Combination,we refer you to "Risk Factors" at the end of this presentation.
Humanoids Are Appearing Everywhere. Few Are Actually WorkingToday. Not demonstrations. Not prototypes. Not viral videos. The question is simple: Not teleoperated. Which humanoids are autonomously performing useful work in real customer environments today? 4
Agility Video Delivering now. Dreaming bigger. Watch Video Watch Video Agility is a leading commercial humanoid robotics and physical AIcompany. We build tools that fill the most pressing gaps and help with the hardest work – just as innovationalways has. 5 Click!
CEO Letter Agility's mission is to build robot partners that augment the human workforce, ultimately enabling humans to be more human. Our groundbreaking humanoid robot, Digit, is a multi-purpose, human-centric robot that is made for work . Our mission is supported by investment from NVIDIA, Amazon, SoftBank, Schaeffler, Foxconn and other amazing partners across the AI, technology, and industrial ecosystem. Founded out of Oregon State University, Agility has spent more than a decade advancing robotics into real-world commercial deployment. In an industry increasingly defined by demonstrations, prototypes, and teleoperated systems, Agility stands apart as one of the only humanoid companies with multiple years of operational experience in real customer environments. Digit v4 is performing useful work today for leading enterprises including Schaeffler, GXO, Toyota Motor Manufacturing Canada, Amazon, and Mercado Libre, with new deployments underway with large blue-chip customers. Our integrated platform was purpose-built to deliver humanoid solutions at scale. We invested thousands of hours designing and testing Digit's proprietary hardware systems to operate safely and reliably in real-world environments. We taught Digit to understand its surroundings and perform tasks using proprietary physical AI systems designed to continuously improve over time. We developed Agility Arc, our cloud-based automation platform, to integrate Digit into customer workflows, manage fleets, and optimize operations. To scale commercialization, we built RoboFab, the world's first full-scale humanoid manufacturing facility, designed to produce up to 10,000 Digits annually in Oregon using ~75% domestically sourced parts. We believe "cooperative safety" is the critical unlock for scaled humanoid adoption. Our upcoming Digit v5 is designed to operate safely alongside human coworkers. Digit v5 represents an inflection point for humanoids, accelerating deployment across manufacturing, distribution, and logistics workflows while opening a path into broader markets over time — including the home. We have over $300 million(1) in multi-year orders for Digit v5 so far, with a pipeline multiple times that amount. We believe that humanoids are one of the most important technology shifts of the next decade and we believe that Agility is optimally positioned to define the industry through proprietary embodied AI technology, a real operational track record, and growing customer demand. We expect to go public in 2026 through a merger with Churchill Capital XI (NASDAQ: CCXI) and be the first U.S. listed pure-play humanoid company with proven commercial deployments. We expect to raise over $620 million of new funding to fulfill customer orders, accelerate Digit v5 deployment, and support the next phase of our growth. Thank you for your interest in Agility. We look forward to building something special together. Peggy Johnson Chief Executive Officer 6 Digit v4 Note: (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones, and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue.
Transaction Overview Agilityto go public in 2026. • Agilityto merge with Churchill Capital XI (CCXI), expected to close in 4Q 2026. • $2.5 billion pre-money equity value. • $620 million expected proceeds, including $200 millionof a common stock PIPE raised from new and existing investors.(1) • 100% Agility insider rollover and lock-up.(2) • Agility to trade under ticker "AGLT". 7 Notes: (1) Includes Churchill XI cash-in-trust of ~$420 million (assuming no redemptions at closing) plus commitments for $200 million of PIPE financing expected to close concurrent with the business combination (common equity PIPE priced at $10 per share). (2) Agility shareholders will roll 100% of existing equity into the combined company. All shares received by Agility shareholders will be subject to a lock-up at close of the business combination. (3) Past performance of prior investments and transactions is not indicative of any other investment or transaction and is not a guarantee of future results. All investments involve risk of loss, including loss of principal invested. (4) Represents trust proceeds (net of redemptions) plus incremental capital raised in connection with Churchill Capital I, II, III, IV, X, CF Finance Acquisition Corp, and AltC Acquisition Corp. (5) Observed intraday share price high for Oklo on October 15, 2025. (6) Observed intraday share price high for Infleqtionon October 14, 2025. (7) Pursuant to LOI contingent on the achievement of certain development milestones. Churchill Capital Proven partner to category-definingcompanies $11 billion of growth capital delivered across 7 closed transactions(3)(4) Pre-Money Equity Value $875 million $1,800 million Gross Transaction Proceeds ~$330 million ~$550 million Churchill Trust Participation ~100% ~100% Share Price High $193.84(5) +1,838% appreciation $27.50(6) +175% appreciation Capital Raised Since IPO $2.5 billion Common equity raised above IPO price $100 million Department of Commerce award(7) Closed May 2024 Closed February 2026 Recent Churchill Transactions
Investment Framework Backing leaders in critical technologies. 8 Critical for national competitiveness Strong political support Significant potential investment gap Large economic opportunity Clear product, market fit Nuclear Quantum Humanoids ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ CHURCHILL X AltC CHURCHILL XI Humanoids = industrial & economic advantage. China plans to invest ~$138B in robotics.(1) Note: (1) Per International Federation of Robotics reporting. In March 2025, China's National Development and Reform Commission announced intention to set up a state-backed venture capital fund focused on robotics, AI, and cutting-edge innovation. The long-term fund is expected to attract nearly 1 trillion yuan (US$138 billion) in capital from local governments and the private sector over 20 years. Large market driven by physical labor shortages. Commercial deployments underway today. Supports revival of U.S. industrial capacity.
9 Agility Humanoids made for workTM 1. Proven results. • Real deployments. • Real customers. • Real work. • • • • • •
Led by founders, engineers, and believers. 10 Peggy Johnson Chief Executive Officer Jonathan Hurst Co-Founder & Chief Robot Officer Damion Shelton Co-Founder & Chairman Marco Marroquin Chief Hardware Officer Ana Lang Chief Legal & People Officer Daniel Diez Chief Business Officer Pras Velagapudi Chief Technology Officer Jennifer Hunter Chief Financial & Operating Officer Board Member PhD PhD Co-founded OSU Robotics Institute PhD Chief Architect of Mobile Robotics Chief Technology Officer 50+combined years of robotics experience; 80+combined years of commercial leadership experience. Proven Results Professor
Proven Results The commercial humanoid company. 11 Building safe, reliable robot partners that augment the human workforce –currently deployed in customer facilities. OUR METRICS WHERE WE BUILD OUR CUSTOMERS OUR STRATEGIC PARTNERS 9 Committed customer facility deployments 65,000 hours of operations $300M+ committed orders for Digit v5 (and growing!) 10,000 RoboFab annual production capacity Salem, Oregon 44.914928° N, -122.967323° W Pittsburgh, PA 40.473244° N, -79.963699° W Fremont, CA 37.551398° N, -122.064345° W 34 | 60+ issued patents | pending non-provisional patent applications ~75% of Digit parts sourced from the U.S. (1) Note: (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue. + new deployments underway with other leading manufacturing & logistics companies
Backed by world- class investors. 12 Committed blue-chip partners across AI, technology, and industrials. Proven Results >$390M Total equity raised since inception of Agility.(1) Note: (1) As of May 2026. Excludes grants.
One cohesive system. 13 Integrated robotics, AI, and deployment software designed to accelerate humanoid adoption. HUMANOIDS DEPLOYMENT SOFTWARE PLATFORM SERVICES ECOSYSTEM EXTENSION Digit Agility Arc Service & Support Technology Licensing v4 Cloud-based software for humanoid deployment and fleet operations. Physical interface for embodied AI deployment in commercial environments. Deployment operations, maintenance, and customer enablement. Extending Agility technology through strategic integrations and licensing. Proven Results
Filling labor gaps.Expanding capacity. 14 Digit's human-centric form factor designed to enable operations wherever people need help most. Manufacturing Distribution Logistics Global supply chains are being redrawn, and that calls for a new kind of workforce. Digit brings flexible automation to the factory line, without legacy constraints or labor bottlenecks. Consumers want faster delivery. Labor pool keeps shrinking. Digit gives distribution centers a way forward: flexible automation for order processing that scales as needed. Reduce the risk of labor bottlenecks without the costs of static automated infrastructure. Redeployable, reconfigurable, ready for whatever's next. Digit moves where the work moves. Note: (1) Deloitte: A shrinkingworkforce may thwart US manufacturingambitions(December 2025). 1.9 million U.S. manufacturing jobs could be left unfilled by 2033.(1) Proven Results
Trusted by titans of industry. 15 Deployment commitments in 9 customer facilities | 65,000 hours of operation(1) ACTIVE DEPLOYMENTS RECENT WINS Why we win: Manufacturing Manufacturing Distribution Logistics Accuracy Uptime Throughput Deployed in environments where safety can't slip and downtime isn't an option. Safety ROI Proven Results Note: (1) As of May 2026. Recent wins with several global leaders: Logistics Manufacturing Automotive Consumer brands
Digit v4: deployed. 16 35 lbs carrying capacity 4 hour runtime; autonomous charging INTELLIGENCE NextGen power-efficient edge AI compute. SENSING 360° awareness of people, objects, and surroundings. MANIPULATION Adaptive dexterity purpose-built for industrial workflows. EMBODIED AI Learned whole-body control, motor cortex, and VLA(1) models. SAFETY NRTL-approved(2) and OSHA-recognized safety systems. Note: (1) Vision-Language-Action. (2) Nationally Recognized Testing Laboratory. Cheraw, South Carolina: Digit v4 placing 25-pound baskets of bearing components from a stamp press into an industrial washing machine. Active Deployment Proven Results
Digit v5: built for scale. • Digit v5 is the first launch partner for NVIDIA's Halos for Robotics platform • Combining Agility robotics with NVIDIA AI infrastructure (IGX Thor and Halos Core) • Strong validation of Agility's leadership in cooperative safety Deep NVIDIAcollaboration. 17 ✓ ✓ ✓ NVIDIA invested in Agility in September 2025 Landmark safety partnership announced in June 2026 New Partnership Proven Results Note: (1) Based on Agility management expectations that Digit v5 will operate in commercial facilities alongsidehuman workers without the need for a safety barrier. Collaboration Highlight We believe cooperative safety is the critical unlock for scaled humanoid adoption. To us, safety means humanoids can work safely alongside people in real-world facilities without requiring safety barriers or facility modifications. Digit v5 Planned 2026 Release Digit v5 was designed with proprietary system-wide safety integrations to be the world's first AI-enabled cooperatively safe humanoid.(1)
Digit v5 extends where humanoids can work. 18 Unlocking broader potential deployment environments through cooperative safety, dexterity, and autonomy. Digit v5 Accessible(1) Digit v4 Accessible Future Opportunity(1) Interacts With Other Machines Only Interacts With Trained Adults Interacts With General Public Reverse Logistics Inspection Machining Automotive Distribution Electronics Grocery Agriculture Hospitality Elder Care Home Service Retail Last Mile HazMat Fulfillment Construction Digit v5 Deployed Planned 2026 Release Digit v4 Grasping & holding Object manipulation Assembly Fine manipulation Capability evolution: High Safety, Compliance, & Dexterity Low Safety & Dexterity Proven Results Note: (1) Based on Agility management expectations.
Deployments power our data flywheel. 19 Each deployment generates proprietary data that improves our embodied AI systems. Because Digit is multipurpose, expanding capabilities unlock new workflows, industries, and deployment environments over time. Initial Deployments Operational Data Improved Embodied AI Expanded Applications More Deployments ✓ ✓ ✓ ✓ ✓ Digit operating in real- world environments Continuous collection of real-world movement and workflow data Improved autonomy, dexterity, and workflow capability Additional workflows, industries, and deployment environments Larger installed base and broader operating footprint for Digit Unlike single-purpose automation, Digit becomes more valuable as it learns and scales. OUR EMBODIED AI SYSTEMS Semantic AI What should Digit do? • Cognition • Planning Physical AI What can Digit do? • Controls • Physics Proven Results
$300M+ in orders for Digit v5 and growing.(1) 20 Proven commercial engine. Strong customer demand. Scaling deployments across the physical economy. DEPLOYMENT EXPANSION PLATFORM SERVICES ECOSYSTEM EXTENSION Growth driver Key vectors Value capture Investor KPIs Expand installed base and deployment density Deployment revenue (RaaS or unit sale) Orderbook, deployments, robots/site, facility count, workflow and skills expansion Increase software utilization and post-deployment services Leverage Agility technology externally • More robots per site • Additional facilities • Digit skills expansion • New logo wins • New industries • New workflows Existing Customers New Customers • Agility Arc • Deployment services • Spare parts & maintenance Recurring software & services revenue Arc adoption, service attachment, installed base utilization • Actuator & hardware licensing • Arc & software licensing • Adjacent robotic platforms Licensing & partnership revenue Partnership announcements and external integrations HOW WE SCALE Proven Results Note: (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue.
21 Agility Humanoids made for workTM Purpose built. • • • • Multipurpose labor. • Embodied intelligence. • Cooperative safety. • • • 2.
Customers need physical labor.(1) 22 Purpose Built Not just robots. Not just software. Capable physical workers. Not just general AI. ✓ Note: (1) Deloitte: A shrinkingworkforce may thwart US manufacturingambitions(December 2025). Our goal was never just to build a humanoid. Our goal was to build a multipurpose worker capable of performing useful labor where people need help most. A valuable labor opportunity already exists in environments designed for people. We believe delivering useful physical labor requires integrating a human-centric form factor, embodied intelligence, and deployment systems into a unified platform.
Physical labor requires an integrated system. 23 Digit, proprietary embodied AI, and Arc are designed to work together to deploy cooperatively safe labor alongside people. PHYSICAL INTERFACE INTELLIGENCE ENGINE DEPLOYMENT SYSTEM • Human-centric form factor • Dynamic mobility & dexterity • Proprietary hardware & systems • Proprietary physical AI layers • Whole-body coordination • Deployment-trained models • Fleet orchestration • Workflow integration • Deployment intelligence + + Digit Embodied AI Arc ENABLES DIFFERENTIATES ORCHESTRATES Continuous improvement INTEGRATED OUTCOME Cooperative Safety UNLOCKS • Operate alongside people • Expand deployment environments • Enable scaled humanoid adoption Purpose Built Integrated system
24 Purpose Built It starts with physical capability. Agility begins with the physics, then proprietary physical AI, then deployment at scale. Integrated Physical Labor Approach Conventional Humanoid Approach Starting Point Physical labor General intelligence Build Sequence Physics → Physical AI → Deployment → Scale Foundation Models → Reasoning → Robotics Focus Physical capability, coordination, safety Reasoning, planning, general intelligence Success Metric Useful labor in customer environments General-purpose robot capability Foundation models determine what a robot should do; hardware and physical AI determine what work it can perform. Digit
Digit's form emerged from first principles. 25 Digit was not designed to imitate people. It was designed to perform useful work in human environments. Purpose Built Dynamic Stability Two legs (bipedal) provide stable operation in crowded, changing environments and enable movement through spaces designed for people. Upright Architecture An upright torso minimizes footprint while optimizing balance, compute, and battery placement. High-Mounted Manipulation Shoulder-mounted arms (bimanual) maximize reach, lifting capability, fall recovery, and whole-body coordination. Human-Aware Design Human-robot interaction features, including a face with expressive signaling, help Digit communicate intent and operate naturally alongside people. Digit Designed for physical labor Digit v4
Digit is human-centric by design. 26 A valuable labor opportunity already exists in environments designed for people. Purpose Built Mobility Manipulation Perception Commercial Deployment Cooperative Safety Capability Expansion → SCIENCE R&D PROOF OF CONCEPT COMMERCIALIZATION SCALE Agility Eras Cassie Digit v1 Redesign Digit v4 Digit v5 Founded from the OSU Robotics Institute; initial funding via DARPA 2015 2016 2017 2023 2025 Planned 2026 Release Digit
27 Digit v5 was designed to safely operate outside the workcelland alongside humans.(1) Deployment status Deployed Planned 2026 release Safety systems Confined to workcell Built to work alongside humans New ISO safety standard approved(3) Lifting capacity Up to 35 lbs Up to 50 lbs +~40% Charge ratio 2:1 10:1 2.5x higher Max battery output in 24 hours Up to ~16 hrs Up to ~22 hrs +~35% Vertical reach Up to 5.5ft Up to 7.2ft +~30% End-effectors Task-specific / fixed Changeable / dynamic Digit v5(2) Digit v4 Purpose Built Cooperatively Safe General Purpose Optimized Uptime Increased Payload Digit's key upgrades for commercial scale Note: (1) Based on Agility management expectations that Digit v5 will operate in commercial facilities alongside human workers without the need for a safety barrier. (2) Based on Agility management expectations. (3) ISO Standard 25785-1. Digit v5: built for commercial scale. Digit
Performance is driven by a handful of critical systems. 28 New Partnership Purpose Built McKinsey(1)identifies a small number of hardware systems as the primary drivers of differentiation and cost. Note: (1) McKinsey & Company: Turninghumanoidsupply chain constraints into billion-dollar wins(April 2026). Agility Proprietary Systems Agility develops critical hardware systems in-house, providing scaling performance, and cost advantages. Third-Party Validation Actuators Modular End Effectors Whole-Body Control Platform Sensor Architecture ✓ ✓ ✓ ✓ System-Wide Safety ✓ Agility Proprietary Systems Long-life & Quick Charge Battery ✓ Digit
Semantic AI determines what a robot should do. Physical AI determines what it can reliably do. 29 Purpose Built Physics Reasoning Skills Coordination SEMANTIC AI PHYSICAL AI LLMs and VLAs provide generality(1) Advances in foundation models improve reasoning, planning, and workflow understanding. We teach skills Reliable task execution is learned from real-world data, motion capture, teleoperation, simulation, and deployment feedback. Robots need practice Performance improves through repetition and exploration in simulation and live environments, refining behaviors until they become robust and reliable. Physical AI requires special hardware Physical intelligence depends on compliant force-controlled interaction with the world. You cannot shortcut physics with software alone. Embodied AI Note: (1) LLM refers to Large Language Model and VLA refers to Vision-Language-Action.
Agility owns the physical AI layer. 30 Proprietary physical AI transforms physical capability into reliable real-world labor. Purpose Built Layer Function Source of Advantage Powered By: Semantic AI Determines task intent • Designed to incorporate advances in foundation models, reasoning systems, and the broader AI ecosystem. Skills Learns useful work • Proprietary deployment-trained models that learn task execution from real-world operation. Coordination Controls Digit in real time • Proprietary whole-body control, balance, manipulation, and locomotion systems. Physics Defines what is possible • Proprietary robot design, actuation, mobility, manipulation, and perception hardware. Physical AI Embodied AI
Arc connects Digit to customer operations. 31 Arc transforms a humanoid into a deployable workforce. Purpose Built Arc Rapid Deployment Integrates Digit into existing facilities and workflows. Workforce Orchestration Coordinates robots, operators, tasks, and environments. Multi-Site Scaling Enables repeatable deployment across customers and facilities. Operational Visibility Monitors performance, uptime, and productivity across deployments. ✓ ✓ ✓ ✓ Agility Arc enables repeatable deployment at scale.
Cooperative safety is a unique scaling advantage. 32 Purpose Built Cooperative Safety Cooperative Safety Human-Centric Design Core Systems Embodied AI Agility Arc • Most robots require safety barriers • Humanoids can create substantial value in human environments • Not needing a barrier is essential for scale Why we believe cooperative safety matters. We believe cooperative safety requires: Detection Understand people and surroundings Reaction Respond safely in real time Anticipation Move in predictable ways > > > 1 2 3 Digit v5 Potential to unlock broad humanoid adoption. We believe cooperative safety is a system-wide integration.
Agility is advancing humanoid safety standards. 33 Our intensive commitment to safety has allowed Digit to evolve and we believe is shaping the standards and certification pathways for industrial humanoid robots. PHASE ZERO Research & lab testing only No integrated safety approach PHASE TWO • Co-developed specialized and proprietary safety technology ‒ Safe Human Detection ‒ Safe Motion Control • Proposed and leading ISO working group for safety requirements of dynamically stable industrial mobile robots – creating the path for NRTL field certification of unguarded humanoids Cooperative Safety Digit v5 is designed to operate outside of a workcell PHASE ONE • Digit v4 was the first humanoid(1) to receive NRTL approval in a customer's commercial production line • This validation of the safety architecture is now being leveraged for Digit v5 Workplace Certification Digit v4 is the first NRTL- certified humanoid(1) PHASE THREE Continuous evolution of our safety foundation • Future generations of Digit intended to work in collaboration with humans: ‒ Sharing the same workspace ‒ Jointly handling tasks Collaborative Safety Note: (1) Agility management understanding based on publicly available information. Purpose Built Cooperative Safety
34 Agility Humanoids made for workTM • • • • • • Rapidly scaling. • Growing adoption. • Infrastructure in place. • Expanding value creation. 3.
Cooperative safety unlocks adoption. 35 Rapid Scaling Proven customer demand. Multiple paths to drive adoption. Expanding economic value. Established deployment infrastructure. ✓ ✓ ✓ ✓ We believe that Agility has the ingredients to scale it. Note: (1) Based on Agility management expectations. (2) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue. (1) $300 million(2)in multi-year orders for Digit v5, with a significant potential pipeline.(1) (1)
The U.S. physical labor gap continues to widen. 36 The physical labor shortage has shifted from cyclical to structural and is expected to get worse. Rapid Scaling A structural labor shortage may challenge efforts to revitalize U.S. manufacturing. UNFILLED U.S. MANUFACTURING POSITIONS(2) 2025 Projected by 2033 ~1.9M(3) ~409k 4.5x increase in projected labor shortages Notes: (1) U.S. Bureau of Labor Statistics (BLS) data. Data represent monthly averages compiled annually. (2) Deloitte: A shrinking workforce may thwart US manufacturing ambitions (December 2025). (3) Projections based on preexisting workforce challenges remaining unaddressed; based on The Manufacturing Institute, "Manufacturers need as many as 3.8 millionnew employees by 2033" (2025). Demand 0 100 200 300 400 500 600 700 800 900 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26 Workers (in thousands) A chronic skilled labor shortage is growing in the U.S.(1) Shaded region indicates labor mismatch gap Manufacturing job openings (end of month) Manufacturing hires (full month) (1)
Digit is designed for the environments where labor is needed most. 37 Rapid Scaling Manufacturing Logistics Distribution Large labor pools Significant labor spend and persistent hiring needs.(1) Physical, repetitive work Can be difficult to automate with traditional robotics. Structured workflows Repeatable tasks accelerate deployment and learning. Existing human infrastructure Physical labor already occurs in environments designed for people, creating a potentially large and near-term opportunity for humanoids that can integrate seamlessly into existing workflows. ✓ ✓ ✓ ✓ Why these markets first: Near-term Digit use case opportunities: Tote fulfillment & movement Material handling Pallet transport BEACHHEAD MARKETS Demand Note: (1) Deloitte: A shrinkingworkforce may thwart US manufacturingambitions(December 2025).
Digit is proving itself in real-world operations. 38 Customer deployments demonstrate Digit's ability to perform useful work in labor intensive environments. Rapid Scaling Why deployments matter: • Demonstrate useful labor • Validate customer workflows • Improve performance through learning • Enable expansion across facilities ✓ ✓ ✓ ✓ 8 deployments 3 booked deployments Material handling + logistics Tote fulfillment + handling • 98% accuracy • ~25k totes moved • 98% accuracy • 100k+ totes moved Deployments Workflow Proof points Adoption
Our Customer Acceleration Program. CAP is designed to enable select customers to rapidly validate use cases and deploy Digit into existing operations. Rapid Scaling 39 Note: (1) Of the current commercial deployments, Mercado Libre is the only customer that participated in CAP. The Schaeffler, GXO, Toyota Motor Manufacturing Canada, and Amazon deployments pre-date the program's existence. PHASE 1: Proof & Pilot PHASE 2: Commercial Deployment ~0-2 MONTHS Proof of Tech • Test and validate skills • Prove Digit's capabilities are a use case match • Gather performance KPIs • Align on workflow requirements & scope ~2-3 MONTHS Proof of Concept • Deploy in customer facility to validate performance • Replicate on-site workflows • Align on safety, infrastructure, and uptime expectations ~4-6 MONTHS RaaS Pilot • Collect key KPIs and customer feedback • Measure uptime, reliability, and business impact • Customers shift to an ongoing service model (RaaS or Ownership) • Early access to Digit v5 and next- gen hardware ✓ ✓ Current commercial deployments (incl. CAP)(1): 30+ potential customers currently in active pipeline discussions or CAP program 6+ MONTHS Path to scaled deployment ILLUSTRATIVE CAP TIMELINE Adoption
Flexible model speeds commercial adoption. Digit deploys through service or ownership models, reducing adoption friction and expanding customer reach. 40 RaaS (Robots-as-a-Service) Ownership (plus software and maintenance services) CUSTOMER BENEFIT VALUE TO AGILITY ILLUSTRATIVE REVENUE(2) • Minimal upfront investment • Accelerates proof-of-value • Flexible deployment scaling • Fully managed solution • Recurring revenue stream • High lifetime value • Growing installed base • Strong customer retention • Full asset ownership of Digit • Greater operational control • Familiar procurement process • Ongoing software & support • Immediate deployment revenue • Recurring software & services revenue • Accelerates capital recovery • Supports customer-led fleet expansion ADOPTION MODEL Cumulative to Agility over 5 Years ~$500k total illustrative revenue over robot useful life of 5 years ~$400k total illustrative revenue over robot useful life of 5 years Notes: Illustrative total revenue figures to Agility by adoption model are based on internal estimates and assumptions with respect to matters specific to Agility's business and general matters, including estimates and assumptions with respect to Agility's business and the revenue models Agility expects to use in connection with its humanoid robotics solutions and other future events, many of which are difficult to predict and may prove inaccurate. (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue. (2) For illustrative purposes only. Reflects the illustrative cumulative revenue realized by Agility over the assumed 5-year useful life of Digit. In the RaaS model, illustrative revenue includes 5 years of RaaS annual subscription fee payments plus a one-time deployment fee. In the Ownership model, illustrative revenue includes the upfront purchase of Digit and a one-time deployment fee plus annual software subscription fees and annual maintenance services. 1 2 $300M+(1) committed orders for Digit v5 Two Options Offered Provides Customer Flexibility Both Programs Are Highly Attractive Rapid Scaling Adoption Good fit for rapid customer adoption
Digit offers measurable customer value. 41 Designed to enable customers to achieve potentially rapid payback while addressing critical labor needs. Rapid Scaling Source: BLS data. Notes: Figures are purely illustrative and reflect rounded estimates for Digit v5 and based on internal estimates and assumptions with respect to matters specific to Agility's business and general matters, including estimates and assumptions with respect to Agility's business, the performance of its robotics solutions, and the revenue models Agility expects to use in connection with its humanoid robotics solutions and other future events, many of which are difficult to predict and may prove inaccurate. (1) Assumes $8,500 monthly SaaS pricing per Digit. (2) Illustrative based on $30.50 hourly fully burdened human labor rate for 2 10-hour shifts per day or 120 hours per week over 52 weeks a year, subject to assumed 5% annual wage inflation. (3) Includes upfront cost per Digit and monthly subscription fees over a 5-year useful life. (4) Reflects $21.49 published hourly rate for material movers in 2025 per BLS data, assuming 5% annual wage inflation and subject to 35% assumed benefits rate. (5) Assumes ~120 working hours a week across 2 10-hour shifts a day; further assumes 52 weeks worked a year over 5 years. (6) Illustrative based on $30.50 hourly fully burdened labor rate for 2 10-hour shifts per day / 120 hours per week over 52 weeks a year; subject to annual 5% wage inflation. (7) Net customer savings over 5-year useful life. (8) Reflects time to recover upfront capex cost of Digit humanoid compared to the year one of equivalent annual value of Digit labor. ~$500k(1) Lifetime RaaS Cost to Customer (priced at discount to customer's fully burdened labor rate) ~$200k(2) Illustrative Annual Fully Burdened Human Labor Cost ~$100k Potential Annual Customer Savings Immediate Payback 2.0x Potential Customer ROI ~$400k(3) Lifetime Ownership Cost to Customer (fixed upfront cost plus recurring monthly subscription pricing) ~31,000 Digit Service Life in Hours(5) Hourly Fully Burdened Human Labor Rate(4) ~$30.50 ~$1.1M Total Equivalent Labor Cost Over 5 Years(6) ~$670k Potential Net Customer Savings(7) 1.1 years Payback(8) 2.5x Potential Customer ROI ~$100k Annual RaaS Cost to Customer RaaS Offering: Illustrative Customer Benefit Ownership Offering: Illustrative Customer Benefit Replace ~$200k of annual labor cost with ~$100k annual Digit cost Replace ~$1.1M of labor cost with ~$400k of Digit cost 1 2 Adoption
Deployment growth compounds over time. 42 Rapid Scaling + + + + Deployment expansionvectors. Customer value creation drives expansion across sites, workflows, and customers. More Robots Increase deployment density within existing sites. More Workflows Apply Digit to additional operational workflows through task expansion and continuous learning. More Facilities Replicate successful deployments across additional customer locations. More Customers Win new logos through proven operating results. DEPLOY CREATE VALUE EXPAND Adoption
Agility can benefit from ecosystem growth. 43 Technology, software, and operational expertise developed for Digit can create value beyond robot sales. Rapid Scaling CORE ROBOT TECHNOLOGY ARC DEPLOYMENT SOFTWARE REAL-WORLD DEPLOYMENT DATA Actuators, control systems, safety systems, embodied AI, and other technologies may be valuable beyond Agility's own deployments. Arc can support fleet management, orchestration, and operations across growing robot fleets. Operational experience generated through live customer deployments. > > > ECOSYSTEM EXTENSION Potential for licensing & partnership revenue Adoption
Agility has the infrastructurerequired to scale. 44 Agility has already built the manufacturing, hardware, supply chain, and deployment infrastructure that it believes is required for commercial scale. Rapid Scaling RoboFab Core Digit systems Domestic supply base Arc 10,000-unit annual production capacity. Ownership of the highest- value Digit systems. ~75% of Digit parts sourced in the U.S. Deployment and fleet orchestration at scale. MANUFACTURING PROPRIETARY HARDWARE SUPPLY CHAIN DEPLOYMENT SOFTWARE Infrastructure
45 Rapid Scaling Infrastructure RoboFabis a full-scale humanoid factory. 10,000 Annual robot production capacity. Purpose-built Designed for humanoid manufacturing. Modular Workcell architecture supports future production scaling. Operational in Salem, Oregon
BOM cost reductions have been demonstrated. 46 Production experience has validated opportunities to reduce the Bill of Material (BOM) for Digit v5 Illustrative $ unit cost per Digit (in thousands) Digit BOM costs decline with production scale(1) - $100 $200 $300 $400 Prototype 1 Prototype 2 EVT Launch 1k units/yr 5k units/yr 10k units/yr Digit v4 BOM trajectory (actual) Digit v5 BOM trajectory (expected) (2) Notes: (1) Figures are purely illustrative and reflect rounded estimates and based on internal estimates and assumptions with respect to matters specific to Agility's business, required future capital expenditures, and general matters, including estimates and assumptions with respect to Agility's business, the performance of its robotics solutions, and the revenue models Agility expects to use in connection with its humanoid robotics solutions and other future events, many of which are difficult to predict and may prove inaccurate. (2) EVT = Engineering Validation Test. Cost reductions already achieved Early cost reductions have been realized despite limited production volumes. Additional opportunities remain Component consolidation and supplier maturation provide a path to further savings. Grounded in real production data Future cost estimations are built using real production data. ✓ ✓ ✓ Current v4 BOM: ~$125k Rapid Scaling Value
Additional cost reduction opportunities remain. 47 Multiple cost initiatives identified that may further reduce BOM costs over the medium-to long-term. Illustrative $ unit cost per Digit (in thousands) Digit v5 Bill of Material (BOM) evolution(1) Note: See disclaimer slides section "Unit Economics and Use of Projections and Data." Figures for illustrative purposes only. (1) Figures are purely illustrative and reflect rounded estimates and based on internal estimates and assumptions with respect to matters specific to Agility's business, required future capital expenditures, and general matters, including estimates and assumptions with respect to Agility's business, the performance of its robotics solutions, and the revenue models Agility expects to use in connection with its humanoid robotics solutions and other future events, many of which are difficult to predict and may prove inaccurate. (2) Cost reductions based on volumes are based on the efficiencies of scale given certain manufacturing costs being fixed regardless of volume. - $50 $100 $150 $200 $250 Prototype 2 (Actual) Engineering Initiatives Supply Chain Initiatives Volume Initiatives 1k units/yr (Target) Design & Volume Initiatives 10k units/yr (Target) Actual BOM Target BOM (2) Cost reduction initiative Rapid Scaling Value
48 Agility Built for adoption. Built for scale. ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Note: (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones; figures are not a measure of current period revenue.
Supporting Materials Transaction Overview
Proposed transaction overview 50 Pre-money equity value of $2.5 billion; 100% of net transaction proceeds to fund growth. Transaction Overview Transaction highlights • Pre-money equity value of $2.5 billion, an attractive entry point given long-term growth outlook and humanoid industry benchmarks • Transaction supported by ~$200 million of incremental financing via a common stock PIPE raised from new and existing investors at the transaction value • No cash to Agility shareholders – will roll 100% of existing shares • All existing Agility shareholders' and Churchill XI's sponsor shares will be subject to a 180-day lock-up following closing of the business combination(7) • Assumes a single class of shares for all shareholders Assumes illustrative $10.00 trust value per share Shares (millions) % Ownership Existing Agility shareholders(3) 260.6 78% Churchill XI shareholders(2)(5) 55.7 17% PIPE investors(6) 20.0 6% Total 336.3 100% Sources $M % Churchill XI cash in trust(1)(2) 420 14% Existing Agility shareholders(3) 2,500 80% Committed PIPE investment(6) 200 6% Total Sources 3,120 100% Uses $M % Cash to balance sheet(1)(2)(4) 574 18% Existing Agility shareholders(3) 2,500 80% Illustrative fees and expenses 46 2% Total Uses 3,120 100% Notes: Percentages reflect rounding and may not sum to 100%. (1) CCXI cash-in-trust was ~$420 million as of May 29, 2026. For illustrative purposes only and not accounting for additional accrued interest on cash in trust, which would increase trust value per share at close. (2) Assumes no CCXI shareholders exercise redemption rights to receive cash from trust account at closing. (3) Proposed pre-money equity value. Pre-money equity value to convert at the trust value per share at close of the business combination. Includes the dilutive impact of existing equity incentive awards and options. (4) CCXI cash-in-trust plus PIPE investment less illustrative fees / expenses. (5) Includes all outstanding CCXI Class A shares and 13.8mm Class B founder shares. Excludes ~4.14mm CCXI public warrants and ~0.05mm private placement warrants. (6) Incremental PIPE financing that is expected to close concurrent with the business combination (common equity PIPE priced at $10 per share). (7) Subject to potential early release if the volume-weighted average trading price of the post-closing company equals or exceeds $12.00 over any 15 trading days within any 180-trading-day period.
Supporting Materials Use Case Expansion
Digitplanned use case expansion. 52 Digit v5 has the potential to greatly increase TAM(1)due to its expanded capabilities in dexterous object manipulation, which are intended to enable new use case deployments with existing and future customers. Machine Tending Item Manipulation Sorting Decanting Palletizing & Depalletizing Next-Phase Capability Unlock Near-Term Development Note: (1) Total Addressable Market. Use Case Expansion
Improving machine tending for scale. 53 Tackling machine tending tasks that require movement of smaller objects to support load / unload workflows. Now: Expected Q3-Q4 2026(1) Next: Expected H1 2027(1) Later: Expected H2 2027 & Beyond(1) Move items between known locations with consistent positioning. Place items into constrained, structured environments requiring alignment. Manipulate and position larger components using coordinated two-arm workflows. Structured Pick & Transfer Structured Placement & Fixturing Two-Handed Manipulation & Assembly Structured totes & trays →on conveyors or in totes Larger items →jigs Structured totes & trays →fixtures and structured holders Note: (1) Timing is based on current management expectations and is subject to change and technical, manufacturing, safety, regulatory, and customer deployment risks. See "Risk Factors" the end of this presentation for further details. Use Case Expansion
54 Digit is designed to be useful throughout the full facility. Interchangeable end effectors designed to allow for easy integration of future manipulators. Forward-looking and flexible, designed to unlock flexibility for future use cases across the facility. Use Case Expansion Illustrative end effectors used on various workstations
How we plan to grow within customer facilities. 55 Digit'sexpanded skills portfolio is expected to drive orders across multiple facilities, compounding growth. ILLUSTRATIVE CADENCE OF SKILLS(1) CAP program Digit commercially deployed in facilities to demonstrate proof of concept Material handling Year 1 Material handling, component movement, and line-feeding operations Component handling Year 2 Precision handling and mobilization of components and sub-assemblies Precision operations Year 3 Handling and repositioning of large-scale and high-mass components, alongside precision-critical assembly operations for sensitive parts Dynamic autonomy Year 4 End-to-end machine tending and complex manipulative task management (pressing, torque-driven fastening, carton forming, and handling) + systematic visual inspection and sample quality assurance Year 1 Year 2 Year 3 Year 4 Material handling Component handling Precision operations Dynamic autonomy Illustrative Digit unit orders by use case(1) Deployments expected to ramp as new skills unlock Note: (1) Illustrative only, based on current management expectations, and does not represent a forecast of specific unit volumes or contracted orders. Use Case Expansion
Supporting Materials Illustrative Unit Economics
Compelling unit economicsto Agility. Both adoption models have the potential to generate attractive revenue and margin across Digit's lifecycle. 57 Notes: See disclaimer slides section "Unit Economics and Use of Projections and Data." Figures for illustrative purposes only. (1) Reflects customer orders for Digit v5, as of May 2026, representing potential multi-year value expected to be realized over time, subject to the realization of certain contractual milestones and relates to 1,000 Digit v5 robots with three-year term RaaS contract, which includes warrants issued to purchaser vesting proportionately to robots deployed; figures are not a measure of current period revenue. (2) For illustrative purposes only based on illustrative management estimates. Reflects the illustrative cumulative revenue realized by Agility over the assumed 5-year useful life of Digit. In the RaaS model, illustrative revenue includes 5 years of RaaS annual subscription fee payments plus a ~$25k one-time deployment fee. In the Ownership model, illustrative revenue includes the upfront purchase of Digit and a one-time ~$20k deployment fee plus annual software subscription fees and annual maintenance services. (3) Reflects the amount of time before RaaS payment subscription fees received by Agility exceed the total Bill-of-Materials (BOM) for Digit. (4) Calculated over a 5-year period as (Cumulative Revenue – Cumulative Cost) / Cumulative Revenue. Cumulative cost under both models includes upfront Digit BOM, one-time ~$15k deployment costs, and annual ~$15k costs of delivery for software and maintenance provided by Agility. Excludes corporate SG&A and R&D costs. (5) Immediate payback given upfront purchase price of Digit is greater than the Digit BOM. AGILITY REVENUE DRIVERS ILLUSTRATIVE REVENUE(2) • One-time deployment fee • Annual RaaS subscription fee - Includes access to Arc software and Digit maintenance services ADOPTION MODEL 1 2 $300M+(1) committed orders for Digit v5 By Adoption Model • One-time deployment fee • Upfront Digit purchase • Annual Arc subscription and maintenance services Agility Realization by Year ~$500k ~$400k Y2 Y3 Y4 Y5 Y1 ~25% Y1 ~65% Y2 Y3 Y4 Y5 AGILITY UNIT ECONOMICS EVOLUTION Launch 1k / Yr 10k / Yr BOM Payback(3) (Years) Product Margin(4) (%) ~1.5 <1.0 <0.5 ~75% Payback(5) (Years) Product Margin(4) (%) Time of Sale ~70% ~50% ~70% ~40% ~60% A B A B A B C A B C Unit Economics RaaS (Robots-as-a-Service) Ownership (plus software and maintenance services)
Illustrative annual recurring revenue potential. Illustrative economics at various installed base sizes for Digit v5. 58 Notes: (1) For illustrative purposes only. Revenue reflects the illustrative cumulative revenue of $500k under the RaaS model to be realized by Agility over the assumed 5-year useful life of Digit. For illustrative purposes only, the $500k cumulative RaaS revenue has been divided evenly over 5-years. The implied annual revenue per unit is multiplied by the installed base figure noted under each bar in the chart to derive the implied annual revenue figures represented. (2) For illustrative purposes only. $0 $250 $500 $750 $1,000 $1,250 $1,500 2,500 5,000 7,500 10,000 12,500 15,000 Illustrative annual RaaS revenue(1) (in $ millions) Agility annual revenue by installed base Installed base (total # of Digit v5 deployed)(2) Unit Economics
Key model assumptions 59 ASSUMPTION COMMENTARY Selling, General, & Administrative Expenses(1) • Near-term assumption: Approximately $60 million in 2026. Approximately 20% CAGR through 2028. • Long-term assumption: Approximately 10% of revenue Research and Development Expenses • Before commercial deployment: Approximately $115 million in 2026. Approximately 15% CAGR through 2028. • Long-term assumption: Approximately 15% of revenue Capital Expenditures • Near-term assumption: Approximately $8 million total through 2028. • Long-term assumption: Approximately 0.5% of revenue Note: See disclaimer slides section "Unit Economics and Use of Projections and Data." Figures for illustrative purposes only based on internal management estimates. (1) Excludes potential incremental public company costs. Unit Economics
Non-GAAP reconciliation to total cash uses(1) 60 Note: Figures depicted are rounded, and totals may not sum precisely. (1) Based on financials that are preliminary, have not been audited, are based on information available to us only as of the date of this presentation, and are subject to change, revision, and adjustment in connection with the Company's ongoing closing process, audit procedures, and related review. Adjustments or modifications identified during those processes may be material and could result in the final audited financial statements differing significantly from the preliminary information presented herein. This information should not be relied upon as final financialstatements or as a substitute for the Company'saudited or fully reviewed financialstatements when available. $ millions 2024A 2025A SG&A expense $17 $37 R&D expense 54 74 Total operating expenses 71 111 (-) SBC (2) (11) (-) D&A (3) (7) Cash operating expenses $67 $93 Capital expenditures 4 3 Working capital 6 7 Other (2) (0) Total cash uses $75 $102 Reflects latest estimates. Unit Economics
Risk Factors (1/3) 62 All references to "Agility," the "Company, "we," "us" or "our" refer to the business of Agility Robotics, Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of the Company and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Churchill, with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the proposed transactions between the Company and Churchill. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Churchill and the proposed transactions between the Company and Churchill, and may differ significantly from and be more extensive than those presented below. Investing in securities (the "Securities") to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company's consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the securities, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occur, the Company's business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company's business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company's equity securities may decline, and any investor of the securities may lose all or part of its investment. Risks Related to Our Business Capital Requirements and Cost Fluctuations. Our business and our future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Agility has yet to achieve positive operating cash flow and expects to incur significant expenses and continuing losses for the foreseeable future. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources. Such financings may result in dilution to our stockholders, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. If we cannot obtain sufficient capital on acceptable terms, or at all, our business, financial condition and results of operations may be adversely affected. Commercialization and Manufacturing. Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. Agility has very limited experience commercializing its humanoid robot, Digit, at scale, has no experience in high-volume manufacturing, and may not be able to develop cost-effective production capabilities at its RoboFab facility. Commercial deployment of Digit may be delayed beyond projected timelines due to technical challenges in bipedal locomotion, software reliability, regulatory requirements, supply chain constraints, or manufacturing difficulties. We may experience difficulties in managing our growth and expanding our operations and it is possible that our technology will have more limited performance or applications than currently anticipated. For example, our products and services may not function as intended due to errors in our software, systems or processes, or human error in administering these systems or processes, which may adversely affect our business, financial condition and results of operations. Our Digit v5 product remains in development and the anticipated launch date, rollout to customers and future customer demand may be delayed or materially impeded due to a range of factors, including manufacturing difficulties, design errors, safety concerns, errors in our software, hardware, systems or processes, each of which could materially adversely affect our business, financial condition and results of operations. Further, existing customer orders of the Digit v5 are subject to milestones based on the timing and effective development and manufacture of the product, which may not be satisfied. Customers. We rely on a limited number of customers for a significant portion of our revenue, and the loss of any one of those customers may adversely affect our business, financial condition and results of operations. Many of our current and potential customers are large corporations with substantial negotiating power, exacting product, quality and warranty standards and potentially competitive internal solutions. If we are unable to sell our products to these customers or are unable to enter into agreements with such potential customers, suppliers and production counterparties on satisfactory terms, our prospects and results of operations will be adversely affected. Competition. Competition in the humanoid and bipedal robotics market is intensifying from well-funded entrants—including Tesla, Figure AI, Apptronik, 1X Technologies, Boston Dynamics, and Sanctuary AI—many of which have significantly greater financial, technical, and marketing resources than Agility. Advances in competing automation technologies, including AMRs, AI-driven software solutions, and fixed warehouse automation, could supplant the benefits offered by Digit at lower cost or with less operational complexity. Our Industry. Humanoid robots are an emerging and unproven category of robotics that has not yet achieved broad commercial deployment. The market for humanoid bipedal robots designed to work alongside humans in warehouse, logistics, and manufacturing environments is nascent, and customer adoption may be slower than anticipated relative to established automation solutions with longer track records. Unit Economics. It is possible that the unit economics of our humanoid robot solutions, including the estimated 5-year useful life assumption, do not materialize as expected, which could significantly hinder our ability to generate a commercially viable product at scale and adversely affect our business prospects. Our estimates, projections and forecasts in this presentation relating to the future development of our technology and the anticipated capital costs and adoption rates are subject to significant uncertainty and are based on assumptions and estimates that may prove inaccurate.
Risk Factors (2/3) 63 Risks Related to our Business (cont.) Supply Chain and Trade Restrictions. Agility relies on global supply chains for semiconductors, batteries, sensors, actuators, and specialty alloys, and disruptions—whether caused by geopolitical events, natural disasters, pandemics, or tariffs—could delay production, increase costs, and limit Agility's ability to fulfill customer orders. Changes in trade policy, including tariffs and "Buy American" requirements, could further disrupt Agility's supply chain and raise input costs. As a result of such factors, we may not be able to secure materials and components to manufacture sufficient quantities of our products to match demand. More generally, uncertain global macroeconomic and political conditions could materially adversely affect our business prospects, financial condition, results of operations and cash flows. Product Safety and Liability. Digit operates alongside human workers and the humanoid form factor and bipedal locomotion present unique safety risks. Design flaws, defects, software errors, or unintended AI-driven behaviors could result in product recalls, injury to co-located workers, product liability claims, and significant litigation expenses. Agility's current and future insurance coverage may not be adequate to cover all potential liabilities and business risks or may be prohibitively expensive. In addition, our brand and reputation may be harmed by negative publicity or safety and other concerns. Failure to maintain, protect and enhance our brand may limit our ability to expand or retain our customer base. Regulatory Environment. The regulatory framework for robotics, AI-enabled products, and humanoid robots operating in shared workspaces is rapidly evolving. Failure to comply with new or changing regulations—including evolving AI-governance laws, industrial safety standards, and privacy requirements—could lead to product withdrawal, increased costs, or restrictions on deployment. Intellectual Property. We may not be able to adequately obtain, maintain, protect or adequately enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions in a cost-effective manner, or at all. There can be no assurance that our patent applications will be granted, that issued patents will not be challenged or invalidated, or that our trade secrets will not be disclosed or independently developed by competitors. Further, third-party claims that we are infringing intellectual property rights, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses. Cybersecurity and AI. We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners' and customers' data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security may prevent us from effectively operating our business. Interruption or failure of information technology and communications systems that we rely upon may adversely affect our business, financial condition and results of operations.Further, issues relating to our use of artificial intelligence, combined with an uncertain legal and regulatory environment, may adversely affect our business, financial condition and results of operations. Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise the anticipated amount in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or for use by the combined company following the Business Combination (the "Combined Company"). Voting Power. The issuance of shares of the Combined Company's securities in connection with the Private Placement will dilute the voting power of the Combined Company's shareholders. Risks Related to the Business Combination Transaction Costs. Both Churchill and Agility will incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Churchill if the Business Combination is not completed. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be delayed or terminated in accordance with its terms and the Business Combination may not be completed. There is no certainty as to the timing of the consummation of the Business Combination and closing of the proposed Private Placement. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the Combined Company.
Risk Factors (3/3) 64 Risks Related to the Business Combination (cont.) Redemption. If a significant number of Churchill's Ordinary Shares are elected to be redeemed in connection with the Business Combination, the stock ownership of the Combined Company will be highly concentrated, which will reduce the public "float" and may have a depressive effect on the market price of the common stock of the Combined Company. Redemptions will also reduce the amount of capital available to the Combined Company following the Business Combination. Dilution. Churchill's shareholders will experience dilution as a consequence of, among other transactions, the issuance of the Combined Company's common stock as consideration in the Business Combination. Having a minority share position may reduce the influence of Churchill's current shareholders over the management of the Combined Company. Value of Securities. The benefits of the Business Combination may not be realized to the extent currently anticipated by Agility and Churchill, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees. If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of Churchill's securities or, following the consummation of the Business Combination, the value of the Combined Company's securities, may decline. Further, an active trading market for the Combined Company's securities may not develop, which may limit your ability to sell such securities. In addition, securities of many companies formed through SPAC mergers such as the proposed Business Combination have experienced a material decline in price relative to the share price of the SPAC prior to the merger. Volatility. After the closing of the Business Combination, sales of a substantial number of shares of the Combined Company's stock in the public market by existing shareholders could cause the stock price to decline. Further, after the closing of the Business Combination, a significant number of shares of the combined company's stock will be subject to issuance upon exercise of outstanding warrants, which may result in dilution to the Combined Company's shareholders. Stock Exchange Approval. There can be no assurance that the Combined Company's securities will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. Conflicts of Interest. Some of Churchill's officers and directors and its Sponsor may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Agility is an appropriate target for Churchill's initial business combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. Because Churchill is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited. Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company's business, including Churchill, and our ability to consummate the Business Combination, and results of operations. Further, we expect to incur significantly increased costs as a result of and devote substantial management time to operating as a public company.
FAQ
What transaction did Churchill Capital Corp XI (CCXI) announce with Agility Robotics?
How is Agility Robotics valued in the Churchill Capital Corp XI merger?
What financing is included in the Churchill Capital Corp XI–Agility Robotics deal?
What minimum cash condition applies to closing the CCXI and Agility Robotics merger?
What commercial traction has Agility Robotics reported in this transaction disclosure?
What advisory and lock-up arrangements are tied to the Churchill XI–Agility Robotics deal?
Filing Exhibits & Attachments
11 documentsPress Releases
Agreements & Contracts
- EX-10.1 AMENDED AND RESTATED SPONSOR AGREEMENT, DATED AS OF JUNE 24, 2026, BY AND AMONG 89.8 KB
- EX-10.2 FORM OF COMPANY VOTING AND SUPPORT AGREEMENT, DATED AS OF JUNE 24, 2026, BY AND 85.1 KB
- EX-10.3 FORM OF SUBSCRIPTION AGREEMENT 223.4 KB
- EX-10.4 ADVISORY AGREEMENT, DATED AS OF JUNE 24, 2026, BY AND BETWEEN CHURCHILL CAPITAL 42.1 KB