Churchill Capital Corp XI sponsor converts 13.8M shares
Churchill Sponsor XI LLC directly held the securities; the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Churchill Capital Corp XI’s sponsor, Churchill Sponsor XI LLC, converted 13,800,000 Class B ordinary shares through the domestication into common stock; its reported post-transaction position was 14,525,000 common shares. The sponsor also held 72,500 warrants to acquire common stock at an $11.50 exercise price; they become exercisable 30 days after completion of the merger and do not expire except upon liquidation. The transaction rows are dated November 2, 2026; the related merger transactions were consummated November 4, 2026. No Rule 10b5-1 plan is reported.
Insider Trade Summary
13,800,000 shares exercised/converted
Exercise
3 txns
Insider
Klein Michael Stuart, CHURCHILL SPONSOR XI LLC, M. Klein Associates, Inc.
Role
See Remarks | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B ordinary shares F1, F2, F5 | 13,800,000 | -- | -- |
| Other | Warrant (Right to Buy) F3, F4, F5 | 72,500 | -- | -- |
| Conversion | Common Stock F1, F2, F3, F5 | 14,525,000 | -- | -- |
Holdings After Transaction:
Class B ordinary shares — 0 contracts (Indirect, See footnote);
Warrant (Right to Buy) — 72,500 contracts (Indirect, See footnote);
Common Stock — 14,525,000 shares (Indirect, See footnote)
Footnotes (5)
- F1. In connection with the transactions consummated on November 4, 2026 pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026 (the "Merger Agreement"), by and among Agility Robotics, Inc. (the "Issuer") (f/k/a Churchill Capital Corp XI ("CCXI")), BLB Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer ("Merger Sub"), and Agility Robotics, Inc., a Delaware corporation ("Legacy Agility"). Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, following the Domestication (as defined below), Merger Sub merged with and into Legacy Agility, with Legacy Agility continuing as the surviving entity and a wholly-owned subsidiary of the Issuer (the "Merger").
- F2. The Issuer effected a deregistration under Article 41 of CCXI's amended and restated memorandum and articles of association and Part 12 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which CCXI's jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware (the "Domestication"). Immediately prior to the Domestication, each of the 13,800,000 Class B ordinary shares of CCXI held by Churchill Sponsor XI LLC (the "Sponsor") automatically converted into a Class A ordinary share of CCXI (the "Class A Ordinary Share") on a one-for-one basis, and effective upon the Domestication, each Class A Ordinary Share converted into common stock, par value $0.0001 per share ("Common Stock"), of the Issuer on a one-for-one basis.
- F3. Effective upon the Domestication, (i) each of the 725,000 private placement units held by the Sponsor (including 225,000 units issued upon settlement of Sponsor's working capital loans) separated into one share per unit and one-tenth of one whole warrant of CCXI per unit, each whole warrant exercisable for one Class A Ordinary Share, (ii) each share converted into one share of Common Stock of the Issuer on a one-to-one basis, and (iii) each warrant automatically converted into a warrant to acquire Common Stock of the Issuer.
- F4. The warrants become exercisable 30 days after the completion of the Merger and do not expire except upon liquidation.
- F5. The reported shares and warrants of the Issuer are directly held by the Sponsor. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of any securities reported herein. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein.
Key Figures
Class B ordinary shares converted: 13,800,000 shares
Common shares following transaction: 14,525,000 shares
Warrants: 72,500 warrants
+2 more
5 metrics
Class B ordinary shares converted
13,800,000 shares
Converted through the domestication into common stock
Common shares following transaction
14,525,000 shares
Reported position held by Churchill Sponsor XI LLC
Warrants
72,500 warrants
Warrants to acquire common stock
Exercise price
$11.50 per share
Warrants to acquire common stock
Warrant exercisability
30 days after completion of the merger
Warrants become exercisable after merger completion
Key Terms
Domestication, private placement units, pecuniary interest, Rule 10b5-1 plan
4 terms
Domestication regulatory
"pursuant to which CCXI's jurisdiction of incorporation changed"
Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.
private placement units technical
"725,000 private placement units held by the Sponsor"
pecuniary interest financial
"except to the extent of such Reporting Person's pecuniary interest therein"
Rule 10b5-1 plan regulatory
"No Rule 10b5-1 plan is reported"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the terms of Churchill Sponsor XI LLC’s CCXI warrants?
The sponsor held 72,500 warrants to acquire common stock at an $11.50 exercise price. They become exercisable 30 days after completion of the merger and do not expire except upon liquidation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
