Agility Robotics Completes SPAC Merger With Churchill Capital Corp XI

What happened

Agility Robotics, Inc., a Salem, Oregon-based builder of general industrial machinery and equipment, completed its previously announced business combination with Churchill Capital Corp XI (CCXI), a special purpose acquisition company, on November 4, 2026, according to an 8-K filing with the SEC on November 6.

Under the deal, CCXI was redomiciled from the Cayman Islands to Delaware and renamed Agility Robotics, Inc. A CCXI subsidiary merged into the operating company — now called Old Robot Holdings, Inc. — which survived as a wholly owned subsidiary of the new Delaware parent. CCXI shareholders approved the transaction at an extraordinary general meeting on November 2, 2026.

The filing states that holders of 25,451,804 CCXI public shares exercised redemption rights, pulling approximately $261.8 million out of CCXI's trust account at about $10.287364 per share. About $164.1 million remained in the trust after those redemptions.

Separately, investors bought 20,102,500 shares of common stock in a PIPE investment at $10.00 per share for gross proceeds of $201,025,000. And in July 2026, the operating company raised $100 million through simple agreements for future equity, or SAFEs, which converted just before closing into roughly 12.96 million shares of the combined company.

Immediately after closing there were 242,089,880 shares of common stock issued and outstanding. The common stock trades on Nasdaq under the symbol AGLT, and warrants under AGLTW, exercisable for one share at $11.50 each.

Consideration to Agility's owners

The merger assigned an equity value of $2.5 billion to the operating company, paid entirely in stock. CCXI's Class A and Class B shares converted into common stock, and each share of the operating company's common stock was exchanged for 9.202 shares of the combined company, a figure the filing calls the Exchange Ratio.

In total, the operating company's stockholders received approximately 191,792,080 shares of common stock. Outstanding options were assumed and converted on the same ratio, and those exchanged options plus assumed restricted stock units cover roughly 61,014,692 shares, according to the filing.

The filing states the merger is intended to qualify as a tax-free "reorganization" under Section 368(a) of the Internal Revenue Code. For accounting purposes, the deal is treated as a reverse recapitalization — the operating company is treated as the acquirer, and CCXI's net assets are carried at historical cost.

Other changes at closing

On the closing date the new company entered into indemnification agreements with its directors and executive officers covering legal expenses and settlements in suits arising from their service, and became party to an amended registration rights agreement. Under that agreement, the filing says, the company must use reasonable best efforts to file a resale registration statement within 30 calendar days after closing.

The filing lists Item 5.01 (change in control), 5.02 (director or officer changes), 5.03 (bylaw or fiscal year changes) and 5.06 (shell company status) among the items it reports, but the text provided does not detail the board composition or the specific bylaw changes.

What this means

A special purpose acquisition company, or SPAC, is a shell company that raises money in an initial public offering and lists on an exchange with no operating business. Its purpose is to find a private company to merge with, which is what CCXI did with Agility Robotics. "Churchill Capital Corp XI" was the shell's name; it now carries the operating company's name and shares.

A Form 8-K is a current report that public companies file when material events occur between quarterly reports. This filing reports so many items at once because a SPAC closing is a single moment that changes control, the board, the company's name, its domicile, its securities and its charter simultaneously. The 11 items listed reflect that.

Redemption rights are the mechanism that makes a SPAC deal double-edged. Public shareholders who do not want to own the merged company can instead have their shares bought back at roughly their trust-account value — here about $10.29 each. The 25.45 million shares redeemed means more than half the original public float left, reducing the cash the combined company received from its trust to $164.1 million.

A SAFE, or simple agreement for future equity, is a financing instrument that converts into stock on a later event rather than paying interest. The $100 million in SAFEs converted at a 75% discount to the implied merger price, which is why they became about 5.35% of the post-closing share count despite their modest dollar amount relative to the $2.5 billion valuation.

The PIPE investment — private investment in public equity — was separate money from institutional investors at a fixed $10.00 per share, providing $201 million in cash alongside the trust proceeds.

The next step indicated by the filing is the resale registration statement, which the company committed to file within 30 days of closing so that early shareholders and PIPE investors can eventually sell their shares publicly. The filing does not state a timeline for the lock-up expiring beyond referencing it in the bylaws.