A grey and black humanoid robot with a plain rounded head stands on a low steel platform in a bare concrete lab, a black tether running from its back across the floor to a rack of test equipment, a workbench with hanging tools and a high window at the left.

The Listing

Agility Wins Its Vote; Most Public Shares Cash Out

Churchill XI’s shareholders approved its merger with Agility Robotics, but holders of about 61.5 percent of its public shares are taking $261.8 million in cash instead.

NEW YORK, Nov. 2 — Shareholders of Churchill Capital Corp XI, the blank-check company taking Agility Robotics public, approved the merger on Monday, but holders of about 61.5 percent of its public shares chose to redeem them for cash. The 25,451,804 shares will draw about $261.8 million from its trust, roughly $10.29 a share, Churchill XI said in a filing that evening.

That confirms the figure the companies gave on Oct. 30, and this paper reported the next day: about $465.1 million for Agility, the maker of the humanoid robot Digit, before transaction expenses. In June they had expected more than $620 million.

The money is about $164.1 million left in the trust, $201.0 million from private investors led by Foxconn, who are paying $10 a share, and $100 million that Agility had already raised. The redemptions leave about 15.9 million shares with public holders, fewer than the 20.1 million the private investors are buying, in a company the deal valued at $2.5 billion before the new money.

Agility’s existing holders are to receive about 193 million shares, by the proxy statement’s illustration as of June 30, before counting the $100 million raised since, and are locked up for 180 days after the close. Churchill XI’s sponsor holds 14.3 million.

The vote itself was not close. Churchill XI’s release called the support “overwhelming,” with “more than 84% of votes cast” in favor. The filing shows 21,069,042 shares for, 1,334,087 against and 2,623,822 abstaining: 84.2 percent of all the shares voted, and 94.0 percent of those cast for or against. Shares carrying 44.93 percent of the voting power took part, and the sponsor’s 13.8 million Class B shares, all of them present, made up 55 percent of those.The Sponsor’s VotesThe sponsor owns all of Churchill XI’s Class B shares and 500,000 of its Class A shares. It and the company’s insiders agreed to vote for the deal “regardless of how CCXI’s public shareholders vote,” the proxy statement says.

All eight proposals passed. On Monday Churchill XI moved its incorporation from the Cayman Islands to Delaware and was renamed Agility Robotics, Inc., and shareholders elected five directors, among them Margaret “Peggy” Johnson, Agility’s chief executive.

Churchill XI’s shares closed Monday at $9.29, up 14.0 percent on a day the Nasdaq Composite fell 1.07 percent, but still below both the $10 the private investors are paying and the $10.29 the redeeming holders will get. They had closed at $10.24 or $10.25 from Oct. 26 to Oct. 28, then at $9.94 on Thursday, Oct. 29, the day of the deadline for redemptions, and at $8.15 on Friday.The DeadlinePublic holders had until 5 p.m. Eastern on Oct. 29, the second business day before the vote, to demand that Churchill XI redeem their shares for cash from its trust, the proxy statement says. Its warrants, each for one share at $11.50, closed Monday at $3.88.

The merger and the private sale are expected to close on Wednesday, Nov. 4, and the shares and warrants to begin trading on Nasdaq on Thursday, Nov. 5, as AGLT and AGLTW. Listing is a condition of closing, “but there can be no assurance that such listing condition will be met,” the filing says; if it is not met, the deal will not close unless the parties waive it.

The companies say that on closing Agility is expected to become “the only U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments,” and to enter the market “well capitalized, with a clean balance sheet.” Its sales so far are small: $1.8 million in 2025, against a net loss of $138.1 million, its prospectus shows. In the first half of 2026, net sales were $174,362 and the net loss was $361.9 million; the prospectus attributes much of the increase to stock-based compensation. In its report on the 2025 and 2024 accounts, Grant Thornton, its auditor, wrote that Agility’s losses and expected negative cash flows, with other matters, “raise substantial doubt about the Company’s ability to continue as a going concern.”

Sources

  1. Churchill Capital Corp XI (SEC Form 8-K), “Current report: Submission of matters to a vote of security holders; other events,” Nov. 2, 2026.
  2. Churchill Capital Corp XI and Agility Robotics (SEC Form 8-K, Exhibit 99.1), “Churchill Capital Corp XI Shareholders Approve Business Combination with Agility Robotics,” Nov. 2, 2026.
  3. Churchill Capital Corp XI and Agility Robotics (SEC Form 424B3), “Definitive proxy statement/prospectus for the business combination,” Oct. 13, 2026.
  4. Agility Robotics and Churchill Capital Corp XI (SEC Form 8-K, Exhibit 99.1), “Agility Robotics and Churchill Capital Corp XI Announce Expected Gross Capital Raise of Approximately $465 Million and Anticipated Closing of Business Combination,” Oct. 30, 2026.
  5. Churchill Capital Corp XI and Agility Robotics (SEC Form 8-K, Exhibit 99.1), “Agility Robotics to Go Public Through $2.5 Billion Merger with Churchill Capital Corp XI,” June 24, 2026.
  6. Nasdaq, “Churchill Capital Corp XI (CCXI), daily historical prices,” Nov. 2, 2026.
  7. Nasdaq, “Churchill Capital Corp XI warrants (CCXIW), daily historical prices,” Nov. 2, 2026.
  8. Nasdaq, “Nasdaq Composite (COMP), daily historical closes,” Nov. 2, 2026.
  9. The Robot Report, “Churchill Capital XI shareholders approve $2.5B Agility Robotics humanoid SPAC,” Nov. 2, 2026.