\nAgility Robotics, Inc. (\u201cAgility\u201d or the \u201cCompany\u201d) creator of the general-purpose humanoid robot Digit, and Churchill Capital Corp XI (NASDAQ: CCXI) (\u201cCCXI\u201d or \u201cChurchill XI\u201d), a special purpose acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”).<\/p>\n
\nThe submission of the Registration Statement marks an important milestone toward the completion of the previously disclosed proposed business combination between Agility and Churchill XI under which Agility will become a publicly traded company. Upon closing, the combined company will operate as “Agility” and is expected to be listed on a major North American exchange under the ticker symbol “AGLT,” creating the only U.S. publicly listed pure-play humanoid company with proven, active commercial deployments.<\/p>\n
\nAgility\u2019s mission is to build robot partners that augment the human workforce and lead the adoption of humanoids everywhere. The Company\u2019s flagship humanoid robot, Digit, is a general-purpose, human-centric robot Made for Work<\/i>\u2122<\/b> currently commercially deployed with leading enterprises including Schaeffler, GXO, Toyota Motor Manufacturing Canada, and Mercado Libre where it automates repetitive physical tasks across manufacturing, distribution, and logistics operations. Agility is preparing for the commercial launch of Digit v5, its next-generation humanoid designed to be the world’s first cooperatively safe AI-enabled humanoid robot. The Company is supported by leading strategic investors and partners across the AI, technology, venture, and industrial ecosystem, including NVIDIA, Amazon, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, DCVC, and Playground Global.<\/p>\n
\nThe proposed business combination is expected to provide more than $620 million in gross proceeds, including $421 million of cash held in Churchill XI’s trust account (assuming no redemptions) and approximately $201 million of incremental financing through a common stock with participation from leading existing and new institutional investors. Agility intends to use the proceeds from the transaction to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5, and continue investing in its integrated platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure.<\/p>\n
\nThe 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.<\/p>\n
About Agility About Churchill Capital Corp XI Additional Information About the Proposed Transaction and Where to Find It Forward-Looking Statements \nThese 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.<\/p>\n \nThese forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill XI\u2019s 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\u2019s historical net losses and limited operating history; the Company\u2019s expectations regarding future financial performance, capital requirements and unit economics; the Company\u2019s use and reporting of business and operational metrics; the Company\u2019s competitive landscape; the Company\u2019s 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\u2019s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the Company\u2019s reliance on strategic partners and other third parties; the Company\u2019s 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\u2019s 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\u2019s securities; the failure by the parties to satisfy the conditions to consummation of the proposed transaction, including the approval of Churchill XI\u2019s 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\u2019s 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\u2019s 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\u2019s 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 \u201cRisk Factors.\u201d 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\u2019s and Churchill XI\u2019s management as of the date of this press release; subsequent events and developments may cause their assessments to change. While the Company and Churchill XI may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.<\/p>\n \nIn addition, statements that \u201cwe believe\u201d and similar statements reflect Churchill XI\u2019s beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and Churchill XI\u2019s 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.<\/p>\n \nAn investment in Churchill XI is not an investment in any of Churchill XI\u2019s founders\u2019 or sponsors\u2019 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\u2019s founders\u2019 or sponsors\u2019 past investments.<\/p>\n Participants in the Solicitation No Offer or Solicitation View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260714049072\/en\/<\/a><\/span><\/p>\n Agility Investors: KEYWORDS:<\/b> Oregon New York United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Technology Finance Professional Services Business Software Networks Internet Hardware Robotics Artificial Intelligence<\/p>\n
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<\/b>Agility\u2019s commercially deployed humanoids operate alongside teams in warehouses, manufacturing facilities, and distribution centers \u2013 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\u2019re pioneering a new era of automation that enhances human potential. To learn more, visit www.agilityrobotics.com<\/a>.<\/p>\n
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<\/b>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.<\/p>\n
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<\/b>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 \u201cRegistration Statement\u201d) with the Securities and Exchange Commission (\u201cSEC\u201d), which will include preliminary and definitive proxy statements to be distributed to Churchill XI\u2019s shareholders in connection with Churchill XI\u2019s solicitation of proxies for the vote by Churchill XI\u2019s 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\u2019s website located at www.sec.gov<\/a> or by directing a written request to Churchill XI Capital Corp XI, 640 Fifth Avenue, 14th Floor, New York, NY 10019.<\/p>\n
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<\/b>This press release includes \u201cforward-looking statements\u201d within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as \u201cestimate,\u201d \u201cplan,\u201d \u201cproject,\u201d \u201cforecast,\u201d \u201cintend,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cseek,\u201d \u201ctarget,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cpossible,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cshould,\u201d \u201cwould\u201d 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\u2019s future development plans; the timing and success of the Company\u2019s 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\u2019s 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\u2019s ability to attract, retain and expand its customer base; the Company\u2019s deployment of proceeds from capital raising transaction; the Company\u2019s expectations concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; the Company\u2019s 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\u2019s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the combined company to increase in value.<\/p>\n
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<\/b>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\u2019s 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\u2019s 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\u2019s directors and executive officers in Churchill XI\u2019s 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.<\/p>\n
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<\/b>This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.<\/p>\n<\/p>\n
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Media:
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Scott Bisang \/ David Feldman
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Agility-CS@collectedstrategies.com
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Anthony Rozmus
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arozmus@soleburystrat.com<\/a><\/p>\n
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