Churchill Capital Corp XI and Agility Robotics announced an expected gross capital raise for Agility of approximately $465 million in connection with their proposed business combination and related financings, before transaction expenses. The announced components are approximately $164 million from Churchill’s trust account, approximately $201 million from a common stock PIPE committed at $10 per share, and $100 million of equity funding already received following the combination announcement. Foxconn is leading the PIPE, with participation from existing and new institutional investors.
The combination is expected to close November 4, 2026, subject to Churchill shareholder approval at the November 2 extraordinary general meeting and customary closing conditions. At closing, all existing Agility shareholders will roll their equity into the combined company and be subject to a 180-day lock-up. The combined company is expected to operate as Agility Robotics, with common stock expected to begin trading on Nasdaq under AGLT on November 5, 2026. Agility also has more than $300 million in committed multi-year Digit 5 orders, representing potential value expected over time subject to contractual milestones, product features, and specifications; this is not current-period revenue.
Churchill Capital Corp XI is pursuing a proposed business combination with Agility Robotics, described in the interview as a $2.5 billion transaction. The transaction will be submitted to Churchill XI shareholders for consideration. The registration statement was declared effective October 13, 2026; September 14, 2026, was the record date for shareholders voting on the proposal.
Agility CFO Michael Beer cited a $300 million backlog and said the company was set to invest about $110 million in R&D this year. Chief Business Officer Daniel Diez said Agility had deployment commitments at nine customer sites and aims to reach 25 by the end of 2027. He described Digit Five as intended to support expanded manipulation tasks and work near people.
Churchill Capital Corp XI reported that Agility Robotics expects Mark Vale, CEO and board member of Transportation Insight and a former UPS president, to join Agility’s board and chair its audit committee following completion of the proposed business combination. Vale is expected to serve with directors Merline Saintil, Derek Aberle and Pierre Gentin, Agility CEO Peggy Johnson and co-founder Damion Shelton. Bruce Leak and Matt Ocko have stepped down from Agility’s board.
The proposed transaction will be submitted to Churchill XI shareholders. The Form S-4 registration statement, including the definitive proxy statement/prospectus, was declared effective October 13, 2026. After completion, the combined company is expected to operate as Agility Robotics and trade on Nasdaq as AGLT.
Churchill Capital Corp XI (CCXI) announced that the SEC declared effective on October 13, 2026, the joint Form S-4 registration statement for its proposed business combination with Agility Robotics, Inc. Churchill XI’s shareholder meeting is scheduled for November 2, 2026. The transaction remains subject to approval by Churchill XI shareholders and other customary closing conditions and is expected to close in November 2026.
The proposed combination is expected to provide more than $620 million in gross proceeds, including approximately $424 million in Churchill XI’s trust account assuming no shareholder redemptions and approximately $200 million of incremental capital through a common stock PIPE led by Foxconn. Agility intends to use the proceeds for customer orders, commercial deployments, Digit 5 production and continued investment in its robotics and manufacturing platform. After closing, the combined company is expected to operate as Agility, with common stock expected to list on the Nasdaq Stock Market as AGLT. Agility says earlier Digit generations have logged more than 65,000 hours of real-world operation; RoboFab is designed to produce up to 10,000 robots annually.
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) 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) is registering shares of common stock in connection with an all‑stock business combination with Agility Robotics, Inc., valued at $2.5 billion, and a related domestication from the Cayman Islands to Delaware, after which the public entity will be renamed Agility Robotics, Inc.
CCXI has also arranged a $201.0 million PIPE investment at $10.00 per share. Pro forma, Agility stockholders are expected to own about 72.7%–85.4% of the post‑closing company, CCXI public shareholders up to 14.9%, the Sponsor about 5.1%–6.1%, and PIPE investors about 7.3%–8.5%, before option and plan dilution.
Empyrean Capital Partners, LP and Amos Meron report passive beneficial ownership of Class A Ordinary Shares of Churchill Capital Corp XI. Through Empyrean Capital Overseas Master Fund, Ltd., they collectively report beneficial ownership of 3,150,000 Class A Ordinary Shares, representing 7.52% of the class.
The reporting persons have shared voting and dispositive power over all 3,150,000 shares and no sole voting or dispositive power. The ownership percentage is based on 41,900,000 Class A Ordinary Shares outstanding as of May 13, 2026, as referenced from the company’s Form 10-Q.
Fort Baker Capital Management LP and related parties report beneficial ownership of 2,003,697 Class A Ordinary Shares of Churchill Capital Corp XI, equal to 4.8% of the class. This percentage is based on 41,900,000 Class A shares outstanding as of May 13, 2026.
The shares are held directly by Fort Baker Capital Management LP, with Steven Patrick Pigott as Limited Partner/Chief Investment Officer and Fort Baker Capital, LLC as General Partner. All three reporting persons share voting and dispositive power over the 2,003,697 shares, report ownership jointly but not as a group, and each disclaims beneficial ownership beyond any pecuniary interest.
Churchill Capital Corp XI is a SPAC that reported a net loss of $131.5 million for the six months ended June 30, 2026, driven mainly by a $98.7 million loss from the change in fair value of a Subscription Agreement liability and $39.1 million of related subscription expense, partly offset by $7.3 million of interest income on trust investments.
Total assets were $422.6 million, including $420.9 million of marketable securities and cash held in a trust account supporting 41,400,000 Class A ordinary shares subject to redemption. The company had cash of $1.25 million outside the trust and a working capital deficit of $138.3 million.
On June 24, 2026 Churchill entered into a Merger Agreement with Agility Robotics, Inc. based on a pre-money equity value of $2.5 billion, and concurrent PIPE Subscription Agreements for 20,102,500 shares at $10.00 per share, totaling $201.0 million. Management disclosed that current liquidity conditions and the need for additional capital raise substantial doubt about the company’s ability to continue as a going concern pending completion of a business combination within the specified combination period.