Churchill Capital Corp XI (CCXI) SEC Filings

Churchill Capital Corp XI and Agility Robotics outlined their proposed combination, expected to generate over $620 million in gross proceeds: more than $420 million from Churchill’s cash in trust and a $200 million common stock PIPE anchored by Foxconn, at a $2.5 billion transaction valuation. Closing is subject to customary conditions, and the Form S-4 registration statement had not been declared effective.

Agility described Digit humanoid robots, Arc fleet software and its Robots-as-a-Service model. It cited more than 65,000 hours of Digit 4 operations and $300 million in multi-year Digit 5 orders covering 1,000 robots under three-year RaaS contracts, subject to satisfaction of certain contractual milestones, product features and specifications. Digit 5 early access is anticipated in the first half of 2027, with general availability expected by year-end 2027.

Agility modeled approximately $500,000 in cumulative RaaS revenue per robot over a five-year useful life. At a roughly $150,000 launch bill of materials, it estimated approximately 50% product margin over that life, excluding corporate R&D and SG&A; at approximately 10,000 units annually, the model targets a $30,000 bill of materials and approximately 75% RaaS product margin.

Churchill Capital Corp XI (CCXI) furnished an investor presentation prepared with Agility Robotics for an October 6, 2026 analyst and investor day about their proposed business combination. The parties entered into the merger agreement on June 24, 2026.

Under the agreement, subject to its terms and conditions, Churchill would transfer its registration from the Cayman Islands to Delaware, after which its subsidiary would merge into Agility, with Agility continuing as Churchill’s wholly owned subsidiary. Churchill would change its name to Agility Robotics, Inc. The transaction will be submitted to Churchill shareholders; related disclosures identify commercialization, financing and transaction-completion risks, including shareholder approval and regulatory approvals.

Churchill Capital Corp XI (CCXI) furnished investor-day materials on its proposed business combination with Agility Robotics, Inc. Under the June 24, 2026 merger agreement, Churchill would continue from the Cayman Islands to Delaware, after which its wholly owned Merger Sub would merge into Agility. Agility would survive as Churchill’s wholly owned subsidiary, and Churchill would change its name to Agility Robotics, Inc. The transaction will be submitted to Churchill shareholders and remains subject to the merger agreement’s conditions.

The proposed transaction contemplates a $2.5 billion pre-money equity value and $620 million in gross proceeds. The stated plan is to use 100% of net proceeds for growth, with no cash to shareholders. Agility reports $300 million+ in committed Digit 5 orders as of May 2026, tied to 1,000 robots under a three-year Robots-as-a-Service contract and subject to the realization of certain contractual milestones. The orders represent potential multi-year value, not current-period revenue. Agility also reports 9 committed customer facility deployments and 65,000 operating hours as of May 2026.

Agility says Digit 5 remains under development and is not commercially available. A strategic rollout to existing partners is expected in the first half of 2027, with general availability expected by the end of 2027. Agility also states that it has yet to achieve positive operating cash flow and expects significant expenses and continuing losses for the foreseeable future.

Churchill Capital Corp XI (CCXI) reported that Agility Robotics expects Merline Saintil, Derek Aberle and Pierre Gentin to join Agility’s board. Saintil is expected to join as an independent director immediately, subject to applicable approvals; Aberle and Gentin are expected to join upon completion of the proposed business combination, subject to applicable approvals and closing conditions. CEO Peggy Johnson and co-founder Damion Shelton will continue as board members.

Agility says its Digit 4 robot is operating in commercial environments, including at Schaeffler, GXO and Toyota Motor Manufacturing Canada. Digit 5 is anticipated to be commercially available in the second half of 2027. Following the transaction, the combined company is expected to operate as Agility Robotics and trade on Nasdaq under the ticker AGLT.

Churchill Capital Corp XI (CCXI) is registering up to 280,483,196 shares of post-closing common stock for CCXI and Agility securityholders in a proposed business combination. Agility would survive as CCXI’s wholly owned subsidiary after CCXI’s proposed domestication to Delaware and renaming as Agility Robotics, Inc. Agility stockholders, option holders and convertible-security holders would receive $2.5 billion in aggregate consideration, entirely in common stock; the estimated exchange ratio is approximately 9.295 shares per Agility common share, subject to stated assumptions.

CCXI also agreed to sell PIPE investors $201,025,000 of common stock at $10.00 per share, subject to closing conditions and termination rights. Completion is conditioned on shareholder approval of the condition-precedent proposals; Agility’s closing condition includes at least $200 million in Available Closing SPAC Cash. If the combination closes, eligible public shareholders may redeem for a pro rata share of trust funds, but redemptions above 15% of public shares by a shareholder group require directors’ prior consent. The Sponsor’s 13.8 million Founder Shares, 500,000 private placement units and units issuable upon conversion of $3 million in working-capital loans may materially dilute non-redeeming shareholders.

Churchill Capital Corp XI (CCXI) and Agility Robotics highlight their proposed business combination and Agility’s upcoming Analyst & Investor Day. Agility, a humanoid robotics and physical AI company, plans to host the event on October 6, 2026, providing an in-depth look at Digit 5, its technology roadmap, commercial strategy and long-term financial profile as it prepares to go public via the merger with Churchill.

The business combination is expected to close in the fourth quarter of 2026, after which the combined company is expected to operate as Agility Robotics and trade on Nasdaq under the ticker “AGLT.” The event will be webcast from New York City, with presentations by Agility’s senior leadership team and a replay available afterward.

Churchill Capital Corp XI (CCXI) filed a communication highlighting its proposed business combination with Agility Robotics, which plans to go public via this SPAC merger and is valued at $2.5 billion. The filing reproduces an article describing Agility’s new humanoid robot, Digit 5, engineered for cooperative, barrier-free work near people in industrial settings.

The article notes that Agility has over $300 million in multi-year orders and generated $1.8 million in net sales in 2025. Digit 5 adds higher payload legs, faster charging, a 10:1 run-to-charge ratio, advanced safety architecture, and integration with Agility’s cloud platform. Early access is expected in the first half of 2027, with broader availability by the end of 2027, subject to development and regulatory milestones. The communication also includes extensive forward-looking statement and risk disclosures about the merger and Agility’s emerging-technology business.

Churchill Capital Corp XI (CCXI) provided an update on its proposed business combination with Agility Robotics, Inc., highlighting Agility’s new Digit 5 humanoid robot and its planned public-market debut via the SPAC deal, which is expected to value Agility at $2.5 billion.

The article describes Digit 5’s safety-focused design, including specialized sensors to allow robots to work near humans, and notes that Agility reports more than $300 million in multiyear orders from customers such as Amazon, Schaeffler and GXO Logistics. Agility plans early access to Digit 5 in the first half of 2027, with general availability by year-end 2027.

Agility also disclosed significant financial risks: a $138 million net loss in 2025, continued operating losses and negative cash flows, and a statement that, absent completion of the SPAC transaction, it has “concluded there is substantial doubt about its ability to continue as a going concern,” despite $105 million in cash and equivalents at the end of 2025.

Churchill Capital Corp XI (CCXI) is advancing its proposed business combination with Agility Robotics, highlighting a Forbes article on Agility’s next-generation humanoid robot, Digit 5, and Agility’s commercial traction and order pipeline.

Agility reports more than $300 million in multi-year customer orders for Digit 5, which has been modeled as roughly 1,000 robots under a robots-as-a-service model at about $8,500 per robot per month. The robot is designed for cooperative work with humans, offering up to 50 pounds payload, reach to 7.2 feet, and about 20 hours of daily productive operation via rapid recharging. Agility cites more than 65,000 operational hours for earlier Digit versions with industrial customers and is building Digit 5 at its 70,000-square-foot RoboFab plant in Salem, Oregon, designed to scale to 10,000 robots per year.

The transaction with Churchill, described as a $2.5 billion deal that would take Agility public, remains subject to shareholder approval, regulatory clearances, and other closing conditions. Extensive forward-looking statements outline potential benefits but also note numerous risks tied to emerging technology, market adoption, financing needs, redemptions, regulatory approvals, and the possibility the business combination may not be completed.