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, 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™ and 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.

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.