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Agility Robotics Clears Churchill XI Vote Ahead of Nasdaq Debut
Churchill Capital Corp XI shareholders approved the business combination with Agility Robotics, and the company says the transaction is expected to close November 4. The SEC filing says Churchill changed its incorporation to Delaware and re
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Churchill Capital Corp XI shareholders approved the company’s business combination with Agility Robotics at a special meeting on November 2, clearing a major step toward Agility’s planned public listing. More than 84% of votes cast supported the business combination, according to Agility’s announcement. The SEC filing reports 21,069,042 shares voted for the business combination, 1,334,087 against and 2,623,822 abstained. For the advisory organizational-documents proposal, 19,731,902 shares voted for, 2,075,551 against and 3,219,498 abstained. The deal and related financing are expected to close on November 4, subject to applicable closing conditions.
Foxconn leads the $201 million stock financing
Agility expects the transaction and related financings to bring in approximately $465 million in gross capital before transaction expenses. The company says about $164 million is expected from Churchill XI’s trust account, while a common-stock private investment in public equity, or PIPE, is committed at $10 per share and is expected to contribute approximately $201 million. Foxconn leads that PIPE, with participation from existing Agility stockholders and new institutional investors.
A further $100 million in equity funding had already been received after the business combination was announced, Agility said. The company says the proceeds will support planned commercial expansion and deployments with global enterprise customers. The $465 million figure is an expectation, not a final amount: the announcement describes it as gross capital before transaction expenses and identifies the trust-account proceeds as subject to redemptions.
Churchill XI’s shareholders approved a Delaware redomiciling
The vote also approved Churchill XI’s change of incorporation from the Cayman Islands to Delaware. The SEC filing says the domestication took effect on November 2, when the continuing entity was renamed Agility Robotics, Inc. Churchill XI shareholders now hold common stock in the Delaware corporation. The merger and the related PIPE financing remain subject to closing conditions.
Agility describes itself as a humanoid robotics and physical AI company headquartered in Salem, Oregon, with offices in Pittsburgh and Fremont, California. Its announcement identifies Digit as its general-purpose humanoid robot and says the system has logged more than 65,000 hours of real-world operation. Agility says Digit is commercially deployed today.
Nasdaq trading is planned for November 5
Following the expected November 4 closing, Agility’s common stock and warrants are expected to begin trading on Nasdaq on November 5 under the symbols AGLT and AGLTW, respectively. The release says Agility expects to enter public markets with a clean balance sheet and describes it as set to become the only U.S.-listed pure-play humanoid robotics company with proven, active commercial deployments. Those descriptions and the planned listing are company expectations tied to completion of the transaction.
Agility and Churchill XI’s announcement also lists risks to the plan, including the possibility that closing conditions will not be satisfied, the transaction will be delayed or shareholders will redeem enough shares to leave the combined company with insufficient cash for its business plans. Agility also warns that it faces technical challenges and may not achieve commercialization or market acceptance. The shareholder vote is complete; the merger is expected to close November 4, with Nasdaq trading planned for November 5, subject to applicable conditions.