SEC Declares Agility Robotics SPAC Merger Registration Effective

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 filed with Churchill Capital Corp XI in connection with their proposed business combination, which values Agility at a pre-money equity value of $2.5 billion. Churchill XI has set a November 2, 2026, extraordinary general meeting for its shareholders to vote on the proposed combination and related matters.

Transaction Terms and Financing

The two companies first announced the definitive business combination agreement on June 24, 2026. Churchill XI is a blank check company formed to effect a merger, share exchange, asset acquisition, or similar business combination, and the final prospectus for its initial public offering was filed with the SEC on December 16, 2025. The boards of directors of both companies unanimously approved the proposed transaction.

The October 13 release states the 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 of incremental capital through a common stock PIPE (private investment in public equity) led by Foxconn, with participation from existing and new institutional investors. The June announcement had described the trust component as $420 million, also assuming no redemptions, and stated that the PIPE was committed at $10 per share.

Agility said it intends to use the transaction proceeds to fulfill existing customer orders, expand commercial deployments, scale production of Digit 5, and continue investing in its integrated platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure.

Under the agreement, 100% of existing Agility shareholders will roll their equity into the combined company, and all existing Agility shareholders will be locked up for 180 days at closing, according to the June announcement. Michael Klein, chairman and chief executive of Churchill XI, said in that announcement: “Agility is a humanoid first mover with proven technology, real-world deployments, and the trust of some of the world’s most demanding enterprises.”

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

Commercial Operations and Stated Milestones

Agility develops humanoid robotics and physical AI systems that automate repetitive and physically demanding tasks. The company says its Digit robot is commercially deployed with enterprises including Schaeffler, GXO, and Toyota Motor Manufacturing Canada, with the June announcement additionally naming Mercado Libre. According to the company, earlier Digit generations have accumulated more than 65,000 hours of real-world operation across nine customer facilities, generating proprietary deployment data used to improve robot performance, reliability, and skills.

The company reports more than $300 million in committed orders for Digit 5, the next-generation humanoid it unveiled in 2026, subject to the satisfaction of certain contractual milestones, product features, or specifications. Agility said early access customer availability is on track for early 2027, and it described Digit 5 as engineered for cooperative safety, with planned improvements in lifting capacity, battery performance, and dexterity.

Among other 2026 milestones cited in the release, NVIDIA selected Agility as the launch partner for NVIDIA Halos, which the company describes as the industry’s first full-stack safety system for physical AI and humanoid robotics. Agility also secured a Robot-as-a-Service agreement with Toyota Motor Manufacturing Canada following a pilot, covering deployment of 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 enrolled in its Customer Acceleration Program to approximately 100, and to increase committed customer facility deployments from nine to as many as 25.

Agility opened a hardware and physical AI development hub in Fremont, California, in July 2026, complementing RoboFab, its humanoid manufacturing facility in Salem, Oregon, designed to produce up to 10,000 robots annually. The company’s cloud-based Agility Arc platform integrates Digit into customer operations and manages robot fleets across facilities, and the June announcement states that approximately 75% of Digit parts are sourced within the United States. Other milestones cited include a deepened partnership with FORT Robotics on cooperative safety and planned public-company board appointments of Merline Saintil, Derek Aberle, and Pierre Gentin.

Agility was founded in 2015 by Dr. Jonathan Hurst, Dr. Damion Shelton, and Mikhail Jones out of Oregon State University’s Dynamic Robotics Laboratory, and is headquartered in Salem, Oregon, with offices in Pittsburgh, Pennsylvania, and Fremont, California. The October release names DCVC, NVIDIA, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, and Playground Global among the company’s strategic investors and partners.

Registration Filings and the Shareholder Vote

Churchill XI’s filing history on the SEC’s EDGAR system shows the initial Form S-4 registration statement, the form used to register securities to be issued in a business combination, was filed on September 4, 2026, followed by an amended registration statement on September 30, 2026. The final prospectus was filed on October 13, 2026, the same day the registration statement was declared effective.

The registration statement includes a definitive proxy statement/prospectus, which was distributed with related documents to Agility stockholders and Churchill XI shareholders as of September 14, 2026, the record date established for voting on the proposed transaction.

Upon closing, the combined company will operate under the Agility name, and its common stock is expected to be listed on the Nasdaq Stock Market. The company states the combined company is expected to be the only U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments. The business combination remains subject to approval by Churchill XI shareholders and other customary closing conditions and is expected to close in November 2026.