Agility Robotics announced that it has entered into a definitive business combination agreement with Churchill Capital Corp XI. The transaction values Agility at a pre-money equity value of $2.5 billion.
After the transaction closes, the combined company is expected to operate as Agility and list on a major North American exchange under the ticker symbol AGLT.
Agility is a humanoid robotics and physical AI company focused on building robots that augment the human workforce.
The company’s flagship humanoid robot, Digit, is designed for work in manufacturing, distribution, and logistics environments where companies face physical labor shortages.
Agility said Digit is already commercially deployed with companies including Schaeffler, GXO, Toyota Motor Manufacturing Canada, and Mercado Libre.
Through deployment commitments across nine customer facilities, Digit has accumulated more than 65,000 hours of operation in live production environments.
Agility said it is also working with potential customers through its Customer Acceleration Program, which helps enterprises evaluate and prepare for large-scale humanoid adoption.
The company is preparing for the commercial launch of Digit v5, its next-generation humanoid robot designed to be the world’s first cooperatively safe humanoid.
Agility said it has secured more than $300 million of multi-year orders for Digit v5, subject to the realization of certain contractual milestones. The company also has a growing pipeline of more than 30 customers.
Agility was founded in 2015 by Dr. Jonathan Hurst, Dr. Damion Shelton, and Mikhail Jones out of Oregon State University’s Dynamic Robotics Laboratory.
The company has developed capabilities across robotics, physical AI, safety systems, enterprise automation, manufacturing, and deployment infrastructure.
Agility’s proprietary physical AI platform enables Digit to perceive, understand, and interact with the physical world while operating in complex, human-centric environments.
The company is also working with technology partners, including Google DeepMind and NVIDIA. NVIDIA selected Agility as the launch partner for NVIDIA Halos, a full-stack safety system for physical AI and humanoid robotics.
To support commercial scale, Agility has built Agility Arc, a cloud-based automation platform that integrates Digit into customer operations and enables deployment, fleet orchestration, and operational management across facilities.
The company also operates RoboFab, a humanoid manufacturing facility designed to support production of up to 10,000 units annually.
Agility said about 75% of Digit parts are sourced within the United States.
The transaction is expected to provide more than $620 million of gross proceeds to Agility. This includes $420 million of cash held in Churchill XI’s trust account, assuming no redemptions, and about $200 million of incremental financing through a common stock PIPE committed at $10 per share.
The PIPE is led by Foxconn, with participation from existing and new institutional investors.
Agility plans to use the proceeds to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5, and continue investing across robotics, physical AI, software, safety systems, and manufacturing infrastructure.
All existing Agility shareholders are expected to roll their equity into the combined company and will be locked up for 180 days after the transaction closes.
The boards of directors of Agility and Churchill XI unanimously approved the business combination.
The deal is expected to close in 2026, subject to Churchill XI shareholder approval, SEC review, required regulatory approvals, stock exchange listing approval, and other customary closing conditions.
Support: Citigroup Global Markets is serving as the exclusive capital markets advisor and lead PIPE placement agent to Churchill XI. BTIG is serving as the exclusive financial advisor to Agility and the PIPE placement agent to Churchill XI.
Willkie Farr & Gallagher is serving as transaction counsel to Churchill XI, and Latham & Watkins is serving as legal advisor to Agility.
KEY QUOTES:
“Churchill Capital is proud to partner with companies that are shaping the future of technology and commerce. Agility is a humanoid first mover with proven technology, real-world deployments, and the trust of some of the world’s most demanding enterprises. We are excited to support Peggy, Jonathan, and the Agility team as they scale deployment of Digit, extend their leadership in physical AI, and create enduring value for shareholders.”
Michael Klein, Chairman and CEO of Churchill Capital Corp XI
“Humanoid robots are a critical driver of American technology leadership and the future of global industry. With category-defining commercially deployed humanoid robots operating in real customer environments today, Agility is at the forefront of a new era where safety-first, AI-powered technology can reliably work alongside people to bridge labor shortages, increase productivity, and strengthen the resilience of our supply chains. We believe humanoids are at a meaningful inflection point in commercial adoption, and we are focused on meeting growing customer demand, expanding deployments, and advancing our roadmap across robotics, physical AI, safety systems, and enterprise software. As adoption accelerates, we believe Agility is positioned to address a market opportunity across manufacturing, distribution, and logistics environments in the United States that is estimated by management to be approximately $1 trillion.”
Peggy Johnson, CEO of Agility Robotics
“We set out to build robots capable of performing useful physical work in environments designed for people, and that mission has been central to Agility from day one. We believe cooperative safety is the critical unlock for scaled humanoid adoption, and our next generation Digit represents an important milestone toward a future where robots become trusted partners in the workplace.”
Jonathan Hurst, Co-Founder and Chief Robot Officer of Agility Robotics
