Agility Robotics' SPAC merger with Churchill XI clears SEC hurdle
Agility Robotics' joint Form S-4 registration statement with Churchill Capital Corp XI was declared effective by the SEC on October 13, 2026, moving the humanoid robot maker closer to a Nasdaq listing. Churchill XI has set an extraordinary general meeting for November 2, 2026 to vote on the proposed business combination.
- The SEC declared Agility Robotics' and Churchill XI's Form S-4 effective on October 13, 2026.
- Churchill XI's shareholder meeting on the deal is set for November 2, 2026, with closing expected in November 2026.
- The deal is expected to bring more than $620 million in gross proceeds, including a PIPE of approximately $200 million led by Foxconn.
- The combined company is expected to trade on Nasdaq as AGLT.
- Digit 5 has more than $300 million in committed orders, subject to certain conditions, with early access availability in early 2027.
The deal and the next steps
Agility Robotics, which describes itself as a humanoid robotics and physical AI company, filed the registration statement jointly with Churchill Capital Corp XI (Nasdaq: CCXI), a blank check company. According to Agility, the SEC's declaration of effectiveness is an important step toward completing the previously disclosed business combination.
The transaction still needs approval from Churchill XI shareholders and must meet other customary closing conditions. Agility says it expects the deal to close in November 2026. The combined company will operate as "Agility", and its common stock is expected to be listed on the Nasdaq Stock Market under the ticker symbol "AGLT".
The definitive proxy statement/prospectus was distributed to Agility stockholders and Churchill XI shareholders as of September 14, 2026, the record date for the vote.
Funding and how Agility plans to use it
The company expects the transaction to provide more than $620 million in gross proceeds. That figure includes approximately $424 million of cash held in Churchill XI's trust account, assuming no redemptions by Churchill XI shareholders, and approximately $200 million of incremental capital from a common stock PIPE led by Foxconn, with participation from existing and new institutional investors.
Agility says it intends to use the money to fulfill existing customer orders, expand commercial deployments, scale production of Digit 5, and keep investing in its platform across robotics, physical AI, software, safety systems and manufacturing infrastructure.
Business position and 2026 milestones
Agility says its robots automate repetitive and physically demanding tasks. It cites commercial deployments and agreements with enterprises including Schaeffler, GXO and Toyota Motor Manufacturing Canada, and says earlier generations of its Digit robot have accumulated more than 65,000 hours of real-world operation. Its investors and partners include DCVC, NVIDIA, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico and Playground Global.
The company listed several milestones for 2026:
- Digit 5: unveiled with more than $300 million in committed orders, subject to certain contractual milestones, product features and/or specifications. Early access customer availability is on track for early 2027, with planned improvements in lifting capacity, battery performance and dexterity.
- NVIDIA Halos: Agility was selected as launch partner for what NVIDIA calls the industry's first full-stack safety system for physical AI and humanoid robotics.
- Toyota Motor Manufacturing Canada: a Robot-as-a-Service agreement after a successful pilot, covering manufacturing, supply chain and logistics operations.
- Infrastructure: a new hardware and physical AI development hub in Fremont, California, opened in July 2026, alongside the RoboFab facility in Salem, Oregon, designed to produce up to 10,000 robots annually.
- Safety and governance: a deeper partnership with FORT Robotics, and planned board appointments of Merline Saintil, Derek Aberle and Pierre Gentin.
What it means
If the deal closes as planned, Agility says the combined company would be the only U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments. That is the company's own claim.
Agility also set targets through year-end 2027: growing its pipeline from more than 30 potential customers to approximately 100, and raising committed customer facility deployments from nine today to up to 25. Whether it reaches those goals will be visible to public-market investors once the listing is complete.
