Agility Robotics wins shareholder approval for $2.5 billion SPAC and Nasdaq listing

Agility Robotics is set to become the first U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments, after shareholders of Churchill Capital Corp XI approved the companies' business combination on November 2, 2026. More than 84% of votes cast at the special meeting supported the deal, according to Agility Robotics. The transaction is expected to close on November 4, 2026, with the combined company's common stock and warrants expected to trade on Nasdaq under AGLT and AGLTW from November 5, 2026.

The vote advances a merger announced in June 2026, when the transaction valued Agility at a $2.5 billion pre-money equity value. Churchill Capital Corp XI will change its jurisdiction of incorporation from the Cayman Islands to Delaware and be renamed Agility Robotics, Inc. Existing Agility shareholders will roll their equity into the combined company rather than receive cash, the company said.

Agility, headquartered in Salem, Oregon, with offices in Pittsburgh and Fremont, California, was founded in 2015 as an Oregon State University spin-off. Its Digit humanoid is described by the company as the first multi-purpose, human-centric robot Made for Work. Agility says Digit is commercially deployed and has logged more than 65,000 hours of real-world operation. CEO Peggy Johnson was among the director nominees elected at the special meeting, along with Pierre Gentin, Damion Shelton, Derek Aberle and Merline Saintil.

The approval gives Agility a public currency and a new set of obligations. It also exposes a gap between the company's long-term ambitions and the near-term numbers in its securities filing. That gap, more than the vote itself, will shape the reception when AGLT begins trading.

Key Facts

The Robot Report reported on November 2 that the transaction is expected to provide Agility with approximately $465 million in gross capital before expenses. That is a reduction from the more than $620 million in gross proceeds anticipated when the merger was announced in June 2026. The revised figure comprises approximately $164 million from Churchill's trust account, approximately $201 million from a common stock PIPE at $10 per share led by Foxconn, and $100 million in equity funding Agility received after the initial SPAC announcement.

SEC Watch Observer reported on November 2 that 25,451,804 Class A shares, about 61.5% of the class, were redeemed for roughly $261.8 million, or $10.287364 per share. The redemption cut trust proceeds to about $164.1 million and left the Foxconn-led PIPE to carry most of the financing. The 8-K was filed at 5:26 PM ET, according to the filing summary, and the closing is expected on November 4, 2026.

The Robot Report reported on November 2 that Digit robots are already operating in nine customer environments. Agility began working with GXO Logistics in 2023 and signed a multi-year Robots-as-a-Service agreement in 2024 at GXO's Flowery Branch, Georgia facility, where Digit moves totes onto conveyors. Digit has moved more than 100,000 totes there. In October 2026 they announced expansion to GXO sites in Statesville, North Carolina and Lebanon, Tennessee, with deployments beginning in early 2027 on Digit 4 before migrating to Digit 5.

Humanoids Daily reported on September 7 that Agility generated $1,781,967 in net sales in 2025, up from $310,301 in 2024, against a net loss of $138.1 million. Of the 2025 total, $650,107 came from trade customers and $1,131,860 from related parties, roughly 64% of revenue. Cost of goods sold was $4.47 million, gross profit was negative $2.69 million and gross margin was roughly negative 151%. Research and development reached $91.6 million and SG&A $45.8 million, producing a $140.2 million operating loss. Agility ended 2025 with $103.0 million in cash, and its auditors included a going-concern paragraph.

Agility claims more than $300 million in committed multi-year orders for Digit 5, subject to contractual milestones. Humanoids Daily reported on September 7 that the figure is a single contract for 1,000 Digit 5 units on a three-year RaaS term, placed by a customer the filing identifies as a related party, with 453,000 warrants that vest as robots are deployed. The Robot Report reported on November 2 that early access is expected in the first half of 2027 and general availability by the end of 2027. Agricultural equipment maker AGCO also signed an agreement to pilot Digit at its Hesston, Kansas plant in 2027, starting with sorting and stacking parts.

Analysis

The 84% approval is a clear mandate, but the redemption rate is the more revealing number. More than three fifths of Churchill's Class A shares were redeemed, so Agility will enter the public market with about $465 million in gross capital rather than the $620 million plus originally projected. The deal still has a $2.5 billion headline value, yet the cash reaching the company is smaller and the Foxconn-led PIPE is doing more of the work.

What this really means is that Agility is listing with less margin for error than the June announcement implied. The company can point to real deployments at GXO, a growing set of customer sites and a large claimed order book. It must also explain a $138.1 million net loss, a going-concern warning and revenue of just $1.78 million in 2025. At the $2.5 billion equity value, the listing represents roughly 1,400 times trailing sales. Public investors will test that multiple against deployment milestones rather than against the size of the humanoid opportunity alone.

The customer mix adds a second layer of scrutiny. Humanoids Daily reported on September 7 that about 64% of 2025 revenue came from related parties, and that the $300 million Digit 5 order is a single contract with a related-party customer, subject to milestones and product specifications. That does not make the order meaningless, but it does mean Agility must show that demand extends beyond affiliated buyers. The GXO expansion and the AGCO pilot are important because they are commercial relationships with named operators in logistics and agriculture.

The Foxconn connection cuts both ways. The PIPE is led by Foxconn at $10 per share, which gives the listing a large committed investor. It also concentrates the financing in a smaller group of backers after public shareholders redeemed. Agility's task is to convert that backing into repeatable unit economics, not simply into more pilot sites. The bigger picture here is that the humanoid sector now has a public test case for whether commercial deployments can support a multibillion-dollar valuation.

Why It Matters

Agility's debut matters because it creates a public benchmark for humanoid robotics. Investors will be able to compare its revenue, losses, backlog and deployment count with its market value every quarter. That transparency will affect how customers, suppliers and rivals judge the pace of humanoid commercialization. A company that says it has active deployments will face questions that private startups can defer.

The listing also tests the SPAC route for capital-intensive robotics. Agility is arriving with a clean balance sheet and a Foxconn-led PIPE, according to its announcement, but with far less trust cash than the original deal assumed. If AGLT holds its value after the redemption and the PIPE, other hardware companies may see the structure as viable. If it does not, the result will reinforce the difficulty of funding long development cycles through a public listing.

For the broader U.S. robotics base, the symbolism is notable. Agility is an Oregon State University spin-off based in Salem, with offices in Pittsburgh and Fremont. It is also the company that would become the only U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments. Its performance will shape how the public market views that claim.

Next Up

The immediate calendar is narrow. The transaction is expected to close on November 4, 2026, and AGLT and AGLTW are expected to begin trading on Nasdaq on November 5, 2026. After that, Agility will report as a public company and face the usual scrutiny of quarterly results, but the operational milestones that matter most are already dated. GXO deployments in Statesville and Lebanon are set to begin in early 2027 on Digit 4 before moving to Digit 5, while the AGCO pilot at Hesston is scheduled for 2027.

Digit 5 is the next product test. Early access is expected in the first half of 2027 and general availability by the end of 2027, according to The Robot Report. Agility's $300 million order book is tied to contractual milestones and product specifications, so the company must convert design promises into shipped units. The first public quarters will show whether the reduced proceeds are enough to fund that transition and whether customers outside its related-party base step forward.