Churchill XI details $2.5B Agility Robotics deal
Agility Robotics plans to go public via CCXI at a $2.5 billion valuation despite modest revenue and substantial operating losses.
Rhea-AI Filing Summary
Churchill Capital Corp XI (CCXI) highlights Bloomberg coverage of its proposed business combination with Agility Robotics Inc., which would take Agility public at a $2.5 billion valuation. Churchill has filed a Form S-4 to seek shareholder approval and register securities to be issued to Agility stockholders.
Agility, developer of the Digit humanoid robot line, has unveiled Digit 5, designed to work safely alongside people without physical safety barriers and to handle tasks such as loading, sorting and inspection. The company reports about $300 million in multiyear orders, more than 65,000 hours of robot operation across nine customer facilities, and total capital raised of $500 million.
Financially, Agility generated approximately $1.8 million in revenue in 2025 and recorded an operating loss of about $140 million, underscoring its early‑stage, high‑investment profile. The communication also details extensive forward‑looking statements and risk factors related to technology, commercialization, financing, regulatory approvals and completion of the proposed transaction.
Positive
- Agility is valued at $2.5 billion in the proposed merger with CCXI, reflecting investor interest in its humanoid robotics platform.
- Agility reports about $300 million in multiyear orders for its Digit robots and has raised approximately $500 million in capital to date.
Negative
- Agility generated only about $1.8 million in revenue in 2025 while posting an operating loss of roughly $140 million, indicating heavy losses relative to current sales.
Key Figures
Key Terms
special purpose acquisition company financial
Form S-4 regulatory
proxy statement/prospectus regulatory
forward-looking statements regulatory
blank check company financial
registration statement regulatory
FAQ
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What transaction involving Churchill Capital Corp XI (CCXI) and Agility Robotics is described?
How much revenue and operating loss did Agility Robotics report for 2025?
What order backlog and funding base does Agility Robotics have in the CCXI filing?
What are the key technical features of Agility’s new Digit 5 robot?
What operational track record does Agility report in this CCXI communication?
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Filed by Churchill Capital Corp XI pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Churchill Capital Corp XI (File No. 001-43020)
Set forth below is an article published by Bloomberg in which the proposed business transaction between Churchill Capital Corp XI (“Churchill”) and Agility Robotics, Inc. (“Agility”) is discussed.
Agility Unveils Humanoid That Can Work Safely Alongside People By Samantha Kelly
September 15, 2026 at 7:00 AM EDT
Rendering of the Agility Digit 5 humanoid robots.
Photographer: Agility Robotics Inc.
Agility Robotics Inc. on Tuesday unveiled a new humanoid that is designed to safely work in close proximity to people, a milestone for an industry that typically separates robots from human workers.
The latest humanoid from the Salem, Oregon-based company, the Digit 5, is designed to conduct complex work such as loading materials onto equipment, sorting parts, sequencing and inspecting items. That’s a step up from Agility’s previous humanoid, the Digit 4, which was known for its ability to stack plastic bins.
The prior Digit models were required to operate behind physical safety barriers, limiting their ability to take on tasks from humans. The Digit 5 is engineered to work near people without those barriers as part of a broader effort to deploy the company’s autonomous robots across more facilities.
“It’s a big deal, because what you’re looking at, probably for the first time, is a robot that has been built and designed around customer needs through operational deployments,” according to Daniel Diez, Agility’s chief business officer. “You cannot put 150 robots into a warehouse where every one of them has to be surrounded by a 10-by-20 plexiglass set of walls,” he said.
The robotics firm currently operates in nine customer facilities, including those of Schaeffler AG, GXO Logistics Inc. and Toyota Motor Manufacturing Canada Inc., and has logged more than 65,000 hours of operation. Agility said it has about $300 million in multiyear orders for Digit and plans to expand in Europe starting early next year.
Agility is going public this year via a merger with special purpose acquisition company Churchill Capital Corp XI in a deal that values the robotics company at $2.5 billion. The company generated about $1.8 million in revenue in 2025 while posting a $140 million operating loss.
Chinese robotics firm Unitree went public in August on Shanghai’s stock exchange. Agility is among a crop of humanoid companies that have attracted investors in recent years. The company has raised $500 million to date.
To improve safety, the Digit 5 uses artificial intelligence algorithms and new sensors to understand when it is nearby people and take action, such as stopping or sitting, if necessary, to avoid a collision. It also uses visual and auditory cues to send alerts to others when it’s about to move. A software-based safety control mechanism powers the robot’s response in real time, the company said.
Still, humanoids with legs like the new Digit are more unpredictable and a bigger safety risk when operating near humans compared with similar devices with wheels.
The Digit 5 features a new leg design engineered to better handle repetitive lifting and up carrying capacity from about 35 pounds to 50 pounds at a time. It also has a 90-minute battery that charges in nine minutes, the company said. It has a swappable hand gripper that can handle a paddle, pincher, claw or five-fingered artificial hand.
“Everyone is obsessed with seeing these robots in the home, and what’s needed is cooperative safety — the ability for the robot to work in close proximity with people,” Diez said. He added that the company firmly believes “that the path to getting to the home is through industry.”
About Agility Robotics
Headquartered in Salem, Oregon, with offices in Pittsburgh, Pennsylvania and Fremont, California, Agility Robotics’ mission is to build robot partners that augment the human workforce. Agility’s groundbreaking general-purpose humanoid robot, Digit, is the first multi-purpose, human-centric robot that is Made for Work® and commercially deployed today. With more than 65,000 hours of real-world operation combined with industry-leading safety standards, we’re pioneering a new era of automation that enhances human potential. To learn more, visit agilityrobotics.com.
About Churchill Capital Corp XI (Nasdaq: CCXI)
Churchill is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.
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Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Churchill for their consideration. Churchill has filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), which includes and will include preliminary and definitive proxy statements/prospectus to be distributed to Churchill’s shareholders in connection with Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction and other matters described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Agility stockholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill and Agility stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus statement, as well as other documents filed with the SEC by Churchill in connection with the proposed transaction, as these documents will contain important information about Churchill, Agility and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Churchill with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital Corp XI, 640 Fifth Avenue, 14th Floor, New York, NY 10019.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements include statements relating to, without limitation: the expected timing and general availability of Digit 5; the expected performance characteristics and technical specifications of Digit 5, including its safety architecture; expectations regarding the scaling of customer deployments; the development and expected capabilities of Digit 5; Agility’s contributions to safety standards; RoboFab’s production capacity and expected employment; Agility’s plans for commercial deployment of Digit 5 in the European Union and United Kingdom; our ability to consummate the proposed business combination and the satisfaction or waiver of the closing conditions set forth in the proposed business combination; the occurrence of any other event, change or other circumstances that could give rise to the termination of the proposed business combination; projections of market opportunity and market share; estimates of customer adoption rates, market acceptance and usage patterns; projections regarding Agility’s future development plans; the timing and success of Agility’s future development plans; the ability of Agility to implement its strategic initiatives and continue to innovate its existing products and services; the expected timing of close of the potential transaction; expectations regarding Agility’s ability to attract, retain and expand its customer base; Agility’s deployment of proceeds from capital raising transaction; Agility’s expectations concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the combined company to increase in value.
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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Agility and Churchill.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that Agility is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Agility’s historical net losses and limited operating history; Agility’s expectations regarding future financial performance, capital requirements and unit economics; Agility’s use and reporting of business and operational metrics; Agility’s competitive landscape; Agility’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; Agility’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Agility’s reliance on strategic partners and other third parties; Agility’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Churchill’s securities; the failure by the parties to satisfy the conditions to consummation of the proposed transaction, including the approval of Churchill’s shareholders; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Churchill could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the level of redemptions of Churchill’s public shareholders; the ability of Agility to grow and manage growth, maintain relationships with customers and retain its management and key employees; costs related to the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against Agility or Churchill; failure to realize the anticipated benefits of the proposed transaction; Agility’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of Churchill or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Churchill’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Agility, Churchill or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of Agility’s and Churchill’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While Agility and Churchill may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe” and similar statements reflect Churchill’s beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and Churchill’s statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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An investment in Churchill is not an investment in any of Churchill’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Churchill, which may differ materially from the performance of Churchill’s founders’ or sponsors’ past investments.
Participants in the Solicitation
Churchill, Agility and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Churchill’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it is filed by Churchill with the SEC. You can find more information about Churchill’s directors and executive officers in Churchill’s final prospectus related to its initial public offering filed with the SEC on December 16, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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