Agility Robotics clears its SPAC vote and heads to Nasdaq this week

A SPAC is a "special purpose acquisition company." Think of it as an empty box that has already been listed on the stock market. Investors put money into the box first, and a real business gets merged in later.

For the business, this is a faster path to the public market than a regular IPO, the usual first sale of shares to the public. Churchill Capital Corp XI is the box. Agility Robotics is what goes inside it.

At a special meeting on Monday, November 2, Churchill XI's shareholders approved the deal and every related proposal. More than 84% of the votes cast were in favor.

Here is the schedule from the companies' release:

• November 2: shareholder vote.
• November 4: the deal and the related private financing are expected to close.
• November 5: the combined company is expected to start trading on Nasdaq as AGLT, with warrants as AGLTW.

Churchill XI's stock finished up nearly 14% on the day of the vote.

The vote also covers a paperwork step. Churchill XI will move its legal home from the Cayman Islands to Delaware. After that, the company will be renamed Agility Robotics, Inc.

By the numbers: the companies expect about $465 million in gross capital, before expenses. It comes from three places.

• Trust account: about $164 million. This is the money Churchill XI raised from investors and held in reserve.
• PIPE: about $201 million. A PIPE is a "private investment in public equity," which means big investors agree to buy shares at a set price. Here the price is $10 a share, and Foxconn leads.
• Already received: $100 million that Agility got after the deal was first announced.

Existing Agility stockholders are also taking part in the PIPE, along with new institutional investors, which are big firms that manage money for others.

When the merger was announced in June, the companies expected more than $620 million in gross proceeds. The final number is lower because of redemptions.

A redemption is simple. Before a SPAC merger, shareholders can ask for their money back instead of staying in. The more people do that, the less cash is left in the trust account. The deadline for those requests has now passed, and the trust account is expected to deliver about $164 million.

The deal was valued at $2.5 billion before the new money, which is called a "pre-money" valuation. Existing Agility shareholders roll their shares into the new company instead of cashing out. So they stay owners of the business.

In real life Imagine a group of friends pooling cash for a food truck, and a few of them ask for a refund the week before it opens. The truck still opens. There is just less in the cash drawer on day one.

Agility sells Digit, a humanoid robot, meaning a robot built roughly like a person, with two arms and two legs. The company says it is "made for work" and already deployed commercially.

In its release, Agility says Digit has more than 65,000 hours of real-world operation. It says Digit is working in 9 customer environments, mostly in logistics and manufacturing.

The company is based in Salem, Oregon, with offices in Pittsburgh and Fremont, California. It also says that after closing it expects to be the only US-listed pure-play humanoid robot company with active commercial deployments. That is the company's own claim, not an independent ranking.

The big picture: a listing is only interesting if customers are real. Agility points to two names.

• GXO Logistics: the two companies began working together in 2023. In 2024 they signed a multi-year Robots-as-a-Service deal, which means GXO pays to use the robots instead of buying them. Digit moves totes onto conveyors at a GXO site in Flowery Branch, Georgia.
• GXO expansion: in October, the work grew to sites in Statesville, North Carolina, and Lebanon, Tennessee. Those start in early 2027 with Digit 4, then move to Digit 5 when it is commercially available.
• AGCO: the farm equipment maker signed an agreement to pilot Digit at its Hesston, Kansas plant, starting in 2027. The first jobs are sorting and stacking parts and placing totes in storage.

Digit 5 is the next-generation robot, unveiled in September. It has redesigned legs and new batteries made for commercial use. We covered the battery side in Agility picks Nyobolt batteries so Digit 5 can work 20 hours a day.

Agility says it has more than $300 million in committed multi-year orders for Digit 5. Early access for customers is expected in the first half of 2027. General availability is targeted for the end of that year.

The catch: those orders are not revenue yet. The money is expected to arrive over several years and depends on contract milestones, product features and specifications. It shows interest. It does not show sales already booked.

Agility's factory, called RoboFab, is in Salem, Oregon. It is designed to make up to 10,000 robots a year. That is the design capacity, not what it makes today.

The company says the new money will go toward commercial expansion, customer deployments and manufacturing capacity. It is also growing its software and service side, including a fleet-management platform called Agility Arc. Fleet management means one dashboard to see and direct many robots at once.

Anyone who stayed in becomes a shareholder of the new company. Once the domestication is done, existing Churchill XI shareholders will hold common stock in Agility Robotics, Inc., a Delaware corporation.

Common stock is the ordinary kind of share most people mean when they say "stock." Warrants are a separate item. A warrant is a right to buy a share later at a fixed price, and the warrants are expected to trade as AGLTW.

Agility says it expects to enter the public market "well capitalized," with a clean balance sheet. A balance sheet is the list of what a company owns and what it owes. That is the company's own description, and its first public filings will let anyone check it.

• If you own stock or follow markets: AGLT is expected to be a new way to bet on humanoid robots. A new listing can swing a lot in its first days, so treat any early price as noise.
• If you work in a warehouse or factory: the first Digit jobs are repetitive ones, like moving totes and stacking parts. Expect more pilots at more sites in 2027.
• If you just like robots: a public company has to report its numbers on a schedule. That means we will learn far more about how many robots are really working.