Announcement • Jun 25
Agility Robotics, Inc. entered into a definitive business combination agreement to acquire Churchill Capital Corp XI (NasdaqGM:CCXI) from Churchill Sponsor XI LLC and others for $2.5 billion in a reverse merger transaction. Agility Robotics, Inc. entered into a definitive business combination agreement to acquire Churchill Capital Corp XI (NasdaqGM:CCXI) from Churchill Sponsor XI LLC and others for $2.5 billion in a reverse merger transaction on June 24, 2026. The business combination values Agility at a pre-money equity value of $2.5 billion. 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. 100% of existing Agility shareholders will roll their equity into the combined company. 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.”
The boards of directors of both Agility and Churchill XI have each unanimously approved the proposed business combination. The Transaction is subject to approval by Churchill XI and Agility 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, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the amount of cash available in the Churchill’s trust account plus the net proceeds of any incremental financing raised by Churchill in connection with the transactions being at least equal to $200 million, and other customary closing conditions. The transaction is expected to close in Q4 2026.
Greg Astrachan, Sean Ewen, and Esther Chang of Willkie Farr & Gallagher LLP acted as legal advisor for Churchill Capital Corp XI. Ocean Tomo, LLC acted as financial advisor and technical advisor for Churchill Capital Corp XI. Ogier LLP acted as legal advisor for Churchill Capital Corp XI. Ellenoff Grossman & Schole LLP acted as legal advisor for Churchill Capital Corp XI. BTIG, LLC acted as financial advisor for Agility Robotics, Inc. and PIPE placement agent to Churchill XI. Peyton Worley and Ryan Maierson of Latham & Watkins LLP acted as legal advisor for Agility Robotics, Inc. Ocean Tomo, LLC acted as fairness opinion provider for Churchill Capital Corp XI. Citigroup Global Markets Inc. is serving as exclusive capital markets advisor and lead PIPE placement agent to Churchill XI. Ropes & Gray LLP is serving as legal advisor to the PIPE placement agents and capital markets advisor of Churchill XI. 
