Agility Robotics closes SPAC merger and lists on Nasdaq

Agility Robotics completed its merger with Churchill Capital Corp XI on November 4, 2026, according to a Form 8-K filed with the SEC. The combined company changed its name to Agility Robotics, Inc. and its common stock and warrants are listed on Nasdaq under the symbols AGLT and AGLTW.

The deal valued Legacy Agility at $2.5 billion in equity, paid entirely in shares of the combined company valued at about $10.287 per share, the same price used for shareholder redemptions. Legacy Agility stockholders received roughly 191.8 million shares, while assumed options and restricted stock units cover about 61.0 million shares. The exchange ratio was 9.202 shares of the combined company for each share of Legacy Agility common stock.

For accounting, the transaction is a reverse recapitalization: Churchill Capital is treated as the acquired company and Legacy Agility as the accounting acquirer, so the post-closing financial statements reflect Legacy Agility's operations. The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

The financing included a $201.0 million private investment in public equity, with 20,102,500 shares sold to PIPE investors at $10.00 per share. Agility also raised $100 million through simple agreements for future equity in July 2026. Those SAFEs converted into about 1.41 million Legacy Agility shares at a price equal to 75% of the merger's implied share price, and were exchanged for about 12.96 million shares of the combined company, representing about 5.35% of shares outstanding after the close.

Churchill Capital public shareholders redeemed 25,451,804 shares at about $10.287 each, withdrawing about $261.8 million from the trust account and leaving about $164.1 million. The remaining trust funds and the PIPE proceeds were used to pay transaction expenses, among other things. After the transactions, the company had 242,089,880 shares of common stock outstanding.

Certain holders agreed not to transfer their shares for 180 days after closing, a restriction that ends earlier if the stock's dollar volume-weighted average price reaches $12.00 for any 15 trading days within a 180 trading-day period. The company also agreed to use reasonable best efforts to file a registration statement for resale within 30 days and make it effective within 105 days, or 165 days if the SEC reviews it.

The filing lists Amazon.com NV Investment Holdings with 8.55% of the company, DCVC entities with 13.34%, Churchill Sponsor XI with 6.03% and Jonathan Hurst with 5.22%.

Peggy Johnson was appointed chief executive officer and chairperson of the board. The six-member board includes Damion Shelton, Merline Saintil, Derek Aberle, Pierre Gentin and Mark Vale, with four directors deemed independent under Nasdaq rules. Other executive officers include Michael Beer as chief financial officer, Jennifer Hunter as chief operating officer and Jonathan Hurst as co-founder and chief robot officer.