Nvidia-Backed Agility’s $2.5B SPAC Clears SEC, Vote Nov. 2

Agility Robotics said on 13 October 2026 that the SEC has declared effective the registration statement for its merger with Churchill Capital Corp XI, and that Churchill XI has set 2 November 2026 for the shareholder meeting that votes on the deal. The September version of that filing puts the consideration for Agility’s holders at $2.5 billion, paid entirely in stock.

The release says the deal is expected to provide more than $620 million in gross proceeds: about $424 million held in Churchill XI’s trust account, assuming no shareholder redemptions, and about $200 million from a common stock PIPE led by Foxconn. The release says Agility expects to trade on Nasdaq as AGLT after the deal closes, which it expects in November 2026.

What the SEC Step Means

Churchill XI is a blank check company, also known as a special purpose acquisition company: it raised cash in a trust and is now asking its shareholders to approve a merger with Agility. The release says the joint registration statement on Form S-4 was declared effective on 13 October and includes a definitive proxy statement/prospectus.

The release gives 14 September 2026 as the record date for the vote. The deal “remains subject to approval by Churchill XI shareholders and other customary closing conditions,” it says.

Churchill XI’s public shareholders can instead ask for their cash back. The 30 September amendment to the S-4 puts the trust at approximately $424,000,874.91, or $10.24 per share, as of the record date, and says a holder must demand redemption no later than the second business day before the initially scheduled vote.

The Money Terms

The S-4/A says the value of the consideration paid to Agility stockholders, option holders and convertible security holders will be $2,500,000,000, which it calls the Equity Value. It is paid in shares of the combined company, valued at the per-share redemption price.

The release names the PIPE investors only as Foxconn, as lead, “with participation from leading existing and new institutional investors.” It says Agility intends to use the proceeds to fulfill existing customer orders, expand commercial deployments, scale production of Digit 5 and keep investing in its platform.

Agility’s backers listed in the release include DCVC, NVIDIA, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico and Playground Global. The S-4/A says Churchill’s sponsor bought its first 8,625,000 founder shares in June 2025 for approximately $0.003 per share.

What Agility Sells Today

Agility makes Digit, a humanoid robot for repetitive and physically demanding work. The release names commercial deployments and agreements with Schaeffler, GXO and Toyota Motor Manufacturing Canada, where a pilot became a Robot-as-a-Service agreement. It says earlier generations of Digit have logged more than 65,000 hours of real-world operation.

The release says the new Digit 5 is backed by more than $300 million in committed orders, subject to contractual milestones, product features and/or specifications, and is on track for early-access customers in early 2027. The S-4/A’s risk factors say one customer has committed to deploy $300 million of Digit 5 over a multi-year period, on the same conditions.

The release says Agility’s targets through year-end 2027 are to grow its pipeline from more than 30 potential customers to about 100 and its committed customer facility deployments from nine to up to 25. Its RoboFab plant in Salem, Oregon is designed to produce up to 10,000 robots a year. The release also says NVIDIA chose Agility as the launch partner for NVIDIA Halos, its safety system for physical AI.

The Numbers in the Filing

The S-4/A shows Agility’s total net sales of $174,000 for the six months to 30 June 2026, down from $625,000 a year earlier, and a net loss of $361.9 million, up from $71.8 million.

The filing says research and development spending rose by $155.8 million, primarily driven by approximately $130.8 million of increased stock-based compensation expense “tied to increased valuation of the previously liability classified awards.” For full-year 2025 it shows net sales of $0.7 million from trade customers and $1.1 million from related parties, and a net loss of $138.1 million.

On liquidity, the filing says Agility had raised gross proceeds of approximately $400.8 million through 30 June 2026, mostly in preferred equity, and held cash and cash equivalents of $14.7 million at that date.

The Structural Read

As we read it, the cash side of the deal depends on the vote: the release’s more than $620 million assumes no redemptions, and the S-4/A lets each public holder take about $10.24 a share from the trust instead.

As we read it, part of the first-half loss is an accounting charge: the S-4/A attributes approximately $130.8 million of the $155.8 million rise in research and development to increased stock-based compensation tied to the valuation of awards. Selling, general and administrative expenses also rose, by $131.8 million.

As we read it, the investor list doubles as a supply chain: Foxconn leads the PIPE, NVIDIA is a backer and names Agility its Halos launch partner, and Schaeffler appears in the release as both an investor and a customer.

Three Implications

CHURCHILL XI SHAREHOLDERS The S-4/A gives public holders a redemption right at a pro rata share of the trust, to be exercised no later than the second business day before the initially scheduled vote.

HUMANOID ROBOT MAKERS The release presents Agility as the only U.S. publicly listed pure-play humanoid company with active commercial deployments once the deal closes.

INDUSTRIAL CUSTOMERS The release names a Robot-as-a-Service agreement with Toyota Motor Manufacturing Canada after a pilot, and targets up to 25 committed customer facility deployments by year-end 2027.

The Business Engineer Lens

This story maps onto the Business Engineer framework The Four Intelligence Moats.

The framework describes one moat this way: “The Container Moat — built by closed data loops inside a customer’s environment, nascent but the deepest position in the stack.”

As we read it, Agility’s pitch leans toward that kind of moat: the release says earlier generations of Digit have logged more than 65,000 hours of real-world operation, generating proprietary deployment data that informs its physical AI, and separately describes years of operating experience in real customer environments. The listing asks investors to value that data before it shows up in sales.

What Is Not Established

The $424 million trust figure assumes no redemptions; the release gives no redemption level, and that will not be known until the vote. The Digit 5 orders are subject to milestones, features and specifications, and the 2027 figures are targets. The prospectus filed with the effective registration had not appeared on EDGAR when we checked on 13 October, so the financial figures here come from the 30 September amendment.

The Bottom Line

The SEC has declared Agility’s merger registration with Churchill XI effective, the shareholder vote is set for 2 November, and the filings put the stock consideration at $2.5 billion with more than $620 million of gross proceeds if no shareholders redeem.