Item 4 — Purpose of Transaction
Merger Agreement As disclosed in the Current Report on Form 8-K filed by the Issuer on June 24, 2026, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among the Issuer, BLB Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Issuer ("Merger Sub") and Agility Robotics, Inc., a Delaware corporation (the "Company"). Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Churchill (the "Merger"). The transactions contemplated by the Merger Agreement, including the PIPE Investment (as defined below), are referred to as the "Transactions." The proposed Merger is expected to be consummated following the receipt of the required approvals by the shareholders of the Issuer and the Company and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on June 24, 2026, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in such Form 8-K. In connection with the execution of the Merger Agreement, certain of the Reporting Persons entered into the A&R Registration Rights Agreement, A&R Sponsor Agreement, Subscription Agreements and Advisory Agreement, each as defined and described below. Amended and Restated Registration Rights Agreement Effective upon the Closing of the Merger, that certain Registration Rights Agreement of Churchill, dated December 16, 2025, will be amended and restated, and Churchill, Sponsor and certain persons and entities receiving Domesticated SPAC Common Stock in connection with the Merger (the "New Holders" and, together with Sponsor, the "Reg Rights Holders") will be parties to an Amended and Restated Registration Rights Agreement, attached as Exhibit E to the Merger Agreement (the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, the Domesticated SPAC will agree to use reasonable best efforts to (i) file with the SEC (at the Domesticated SPAC's sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 calendar days after the Closing (the "Resale Registration Statement") and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the 105th calendar day (or 165th calendar day if the SEC notifies the Domesticated SPAC that it will "review" the Resale Registration Statement) after the Closing Date. In certain circumstances, the Reg Rights Holders may demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights. Pursuant to the A&R Registration Rights Agreement, the New Holders have agreed not to transfer their respective shares until the earlier of (a) 180 days following the Closing Date and (b) the date on which the dollar volume-weighted average price of one share of Domesticated SPAC Common Stock on the principal securities exchange or securities market on which the shares of Domesticated SPAC Common Stock are then traded ("VWAP") of the Domesticated SPAC Common Stock equals or exceeds $12.00 per share during any 15 trading days within the 180 day period following the Closing Date. Similar transfer restrictions will apply to the shares of Domesticated SPAC Common Stock issued to former securityholders of the Company in connection with the Merger pursuant to the Bylaws of Domesticated SPAC in effect following the Domestication and the Closing. The foregoing description of the A&R Registration Rights Agreement is not complete and is qualified in its entirety by reference to the A&R Registration Rights Agreement attached as Exhibit 10.1 to this Schedule 13D. Amended and Restated Sponsor Agreement In connection with the execution of the Merger Agreement, on June 24, 2026, Churchill amended and restated that certain letter agreement, dated December 16, 2025, from the Sponsor and each of the persons undersigned thereto (the "Insiders") to Churchill (the "Amended and Restated Sponsor Agreement"), pursuant to which each of the Sponsor and the Insiders agreed, among other things, (i) to vote or consent (or cause to be voted or consented) all of the Sponsor's or such Insider's shares (as applicable) of Churchill capital stock (a) in favor of the adoption and approval of the Merger Agreement and approval of the Transactions and all other SPAC Stockhold