Agility Robotics to Raise Over $620M as SEC Clears Proposed Merger S-4

Agility Robotics announced on October 13, 2026 that the Securities and Exchange Commission declared effective that day the joint registration statement on Form S-4 it filed with Churchill Capital Corp XI in connection with their proposed business combination, a transaction the companies expect to provide more than $620 million in gross proceeds and to list the combined company’s common stock on Nasdaq under the ticker symbol AGLT.

Churchill XI has set November 2, 2026 for an extraordinary general meeting of its shareholders to approve the proposed business combination and related matters. The record date established for voting was September 14, 2026, and the definitive proxy statement/prospectus and related documents have been distributed to Agility stockholders and Churchill XI shareholders as of that record date. The transaction remains subject to approval by Churchill XI shareholders and other customary closing conditions and is expected to close in November 2026.

The companies state the proposed business combination is expected to provide more than $620 million in gross proceeds, including approximately $424 million of cash held in Churchill XI’s trust account, assuming no redemptions by Churchill XI shareholders, and approximately $200 million through a common stock PIPE led by Foxconn, with participation from existing and new institutional investors. Agility said it intends to use the proceeds to fulfill existing customer orders, expand commercial deployments, scale production of its Digit 5 humanoid robot, and continue investing in its integrated platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure.

Upon closing, the combined company will operate as Agility, and its common stock is expected to be listed on the Nasdaq Stock Market. The companies state the combined company is expected to be the only U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments.

Filing History and Agreement Terms

Churchill XI’s filing index on the SEC’s EDGAR system shows the registrant submitted a draft registration statement on July 14, 2026 and an amended draft on August 17, 2026, before publicly filing the Form S-4 on September 4, 2026. An amended Form S-4/A was filed on September 30, 2026 under registration file number 333-298781, and Churchill XI filed the definitive prospectus under Rule 424(b)(3) on October 13, 2026, the same date the companies said the registration statement was declared effective. EDGAR also records a series of Form 425 business-combination communications filed by Churchill XI from July through October 2026, including filings dated October 1, October 6, and October 9, 2026.

Agility and Churchill XI announced the definitive business combination agreement on June 24, 2026, in a transaction valuing Agility at a pre-money equity value of $2.5 billion. The June announcement described expected gross proceeds of more than $620 million, including approximately $420 million of cash in Churchill XI’s trust account assuming no redemptions and an approximately $200 million common stock PIPE committed at $10 per share led by Foxconn; the October 13 announcement cites the trust cash figure as approximately $424 million on the same no-redemptions assumption. Under the agreement, 100% of existing Agility shareholders will roll their equity into the combined company and will be locked up for 180 days at closing, and the boards of directors of both companies unanimously approved the transaction. In the June announcement, Churchill XI Chairman and CEO Michael Klein called Agility “a humanoid first mover with proven technology, real-world deployments, and the trust of some of the world’s most demanding enterprises,” and Agility CEO Peggy Johnson said, “We believe humanoids are at a meaningful inflection point in commercial adoption.”

Citigroup Global Markets served as exclusive capital markets advisor and lead PIPE placement agent to Churchill XI, and BTIG served as exclusive financial advisor to Agility and as a PIPE placement agent to Churchill XI. Latham & Watkins served as legal advisor to Agility, and Willkie Farr & Gallagher served as transaction counsel to Churchill XI.

Milestones Cited in the Announcement

The October 13 announcement cited commercial, technology, and organizational milestones the company reported achieving in 2026. Agility said Digit 5, its next-generation humanoid robot, is backed by more than $300 million in committed orders, subject to the satisfaction of certain contractual milestones, product features and/or specifications, and is on track for early access customer availability in early 2027. The company said NVIDIA selected Agility as the launch partner for NVIDIA Halos, which it describes as the industry’s first full-stack safety system for physical AI and humanoid robotics.

Agility also reported securing a commercial agreement with Toyota Motor (TM ) Manufacturing Canada following a pilot, establishing a Robot-as-a-Service arrangement to deploy Digit in manufacturing, supply chain, and logistics operations, with opportunities to expand into additional automotive production workflows. The company said it is targeting commercial expansion through year-end 2027, with goals to grow its pipeline from more than 30 potential customers currently in active discussions or in its Customer Acceleration Program to approximately 100, and to increase committed customer facility deployments from nine to up to 25.

Other milestones cited include the July 2026 opening of a hardware and physical AI development hub in Fremont, California, complementing the company’s RoboFab manufacturing facility in Salem, Oregon, which is designed to produce up to 10,000 robots annually; a deepened partnership with FORT Robotics to advance cooperative safety; and the previously announced planned appointments of Merline Saintil, Derek Aberle, and Pierre Gentin to the public-company board.

Agility was established in 2015 by Jonathan Hurst, Damion Shelton, and Mikhail Jones out of Oregon State University’s Dynamic Robotics Laboratory. The company reports commercial deployments and agreements with enterprises including Schaeffler, GXO, and Toyota Motor Manufacturing Canada, and says earlier generations of Digit have accumulated more than 65,000 hours of real-world operation. It lists DCVC, NVIDIA, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, and Playground Global among its strategic investors and partners.