Agility shareholders approve SPAC merger, clearing way for November 5 Nasdaq debut
Churchill XI shareholders approved the merger with over 84% of votes cast, leaving the Digit maker on course for a November 5 Nasdaq listing.
Shareholders of Churchill Capital Corp XI approved the business combination with Agility Robotics at a special meeting on November 2, with more than 84% of votes cast in favor. The deal is expected to close on November 4, and the combined company is expected to begin trading on the Nasdaq on November 5 under the ticker symbols AGLT for common stock and AGLTW for warrants.
The transaction is expected to deliver approximately $465 million in gross capital before expenses. About $164 million comes from Churchill XI's trust account, about $201 million from a private investment in public equity led by Foxconn and priced at $10 per share, and $100 million in equity already received. The total is down from the more than $620 million projected when the merger was announced in June, after holders of roughly 61.5% of Churchill XI's Class A shares redeemed and trust cash fell from about $424 million to $164 million.
The combination values Agility at a $2.5 billion pre-money equity value. Existing Agility shareholders will roll their equity into the combined company rather than receive cash. Shareholders also approved moving Churchill XI's incorporation from the Cayman Islands to Delaware; on closing, the continuing entity will be renamed Agility Robotics, Inc. Churchill XI shares rose nearly 14% on November 2.
The companies describe the combined business as the only publicly listed pure-play humanoid robotics company in the United States with active commercial deployments. Digit robots are already working in warehouses and factories for customers including GXO, Schaeffler and Toyota. GXO, the first customer to run Digit under a commercial agreement, has moved more than 100,000 totes at its Georgia site and plans to expand the robots to two more U.S. warehouses in early 2027. As a public company, Agility's cash burn, Digit unit economics and contract terms will face quarterly disclosure for the first time.