11/06/2026 | Press release | Distributed by Public on 11/06/2026 18:57
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $0.56 | 11/04/2026 | A | 469,301 | (2) | 06/26/2033 | Common Stock | 469,301 | (1) | 469,301 | D | ||||
| Stock Option | $0.56 | 11/04/2026 | A | 680,947 | (3) | 04/10/2034 | Common Stock | 680,947 | (1) | 680,947 | D | ||||
| Stock Option | $2.86 | 11/04/2026 | A | 2,530,549 | (4) | 11/09/2035 | Common Stock | 2,530,549 | (1) | 2,530,549 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Velagapudi Prasanna C/O AGILITY ROBOTICS, INC. 4698 TRUAX DRIVE SE SALEM, OR 97317 |
Chief Technology Officer | |||
| /s/ Chris Porcelli, Attorney-in-Fact | 11/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents securities received as part of the Issuer's business combination, in connection with the Agreement and Plan of Merger and Reorganization, dated as of June 24, 2026 (as amended, modified, supplemented or waived from time to time, the "Merger Agreement"), by and among the Issuer (formerly known as Churchill Capital Corp XI), BLB Merger Sub, Inc. and Agility Robotics, Inc. ("Legacy Agility"), pursuant to which the common stock of Legacy Agility automatically converted into newly issued shares of Common Stock of the Issuer, pursuant to the terms of the Merger Agreement. In addition, each Legacy Agility stock option was automatically converted into the right to receive stock options of the Issuer, pursuant to the terms of the Merger Agreement. |
| (2) | The stock option vested as to 25% of the underlying shares on May 1, 2024 and vests thereafter in 36 substantially equal monthly installments. |
| (3) | The stock option vested as to 25% of the underlying shares on April 8, 2025 and vests thereafter in 36 substantially equal monthly installments. |
| (4) | The stock option will vest as to 25% of the underlying shares on August 4, 2026 and vests thereafter in 36 substantially equal monthly installments. |