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Agility Robotics and Churchill Capital Submit S-4 Registration Statement
Agility Robotics and Churchill Capital Corp XI, a special purpose acquisition company, announced the confidential submission of a draft registration statement on Form S-4 with the U.S. SEC. The submission of the Registration Statement marks an important milestone toward the completion of the previously disclosed proposed business combination between Agility and Churchill XI under which Agility will become a publicly traded company. Upon closing, the combined company will operate as "Agility" and is expected to be listed on a major North American exchange under the ticker symbol "AGLT," creating the only U.S. publicly listed pure-play humanoid company with proven, active commercial deployments. The proposed business combination is expected to provide more than $620M in gross proceeds, including $421M of cash held in Churchill XI's trust account and approximately $201M of incremental financing through a common stock with participation from leading existing and new institutional investors. Agility intends to use the proceeds from the transaction to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5, and continue investing in its integrated platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure. The Transaction is expected to close in 2026, subject to approval by Churchill XI shareholders, SEC review of the registration statement on Form S-4, receipt of required regulatory approvals, approval by the relevant stock exchange to list the securities of the combined company, and other customary closing conditions.
Agility Robotics and Churchill Capital Merge, Valued at $2.5 Billion
Agility Robotics,a leading humanoid robotics and physical AI company, and Churchill Capital Corp XI announced they have entered into a definitive business combination agreement. Upon closing of the Transaction, the combined company is expected to operate as Agility and be listed on a major North American exchange under the ticker symbol "AGLT." Agility's mission is to build robot partners that augment the human workforce and lead the adoption of humanoids everywhere. Its flagship humanoid robot, The Company is now preparing for the commercial launch of Digit v5, its next-generation humanoid robot designed to be the world's first cooperatively safe humanoid. Agility has already secured more than $300M of multi-year orders for Digit v5, subject to the realization of certain contractual milestones, with a growing pipeline of over 30 customers. The business combination values Agility at a pre-money equity value of $2.5B, providing an attractive entry point into Agility for Churchill XI shareholders and new investors. The Transaction is expected to provide more than $620M of gross proceeds to Agility, including: $420M of cash held in Churchill XI's trust account, and approximately $200M of incremental financing via a common stock PIPE committed at $10 per share, led by Foxconn with participation from leading existing and new institutional investors. Agility intends to use the proceeds from the Transaction to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5. Demonstrating strong alignment with public shareholders, 100% of existing Agility shareholders will roll their equity into the combined company. All existing Agility shareholders will be locked up for 180 days at close of the transaction. The boards of directors of both Agility and Churchill XI have each unanimously approved the proposed business combination. The Transaction is expected to close in 2026, subject to approval by Churchill XI shareholders, SEC review of the registration statement on Form S-4, receipt of required regulatory approvals, approval by the relevant stock exchange to list the securities of the combined company, and other customary closing conditions.
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