Agility Robotics booked $1.782 million in net sales in 2025, and $1.132 million of that came from related parties. Now it wants public investors to value it at $2.5 billion. The company plans to go public by merging with Churchill Capital Corp XI (Nasdaq: CCXI), a special purpose acquisition company (SPAC), on a pitch built around $300 million in Digit 5 orders and a path to 25,000 robots.
We read the SEC filings behind that pitch: the amended Form S-4 registration statement (S-4/A, filed September 30, 2026) and the deal communications filed since. We cite page numbers and section names so you can check each figure. Here’s what the paperwork shows. Losses are large: Agility lost $138.1 million in 2025 and $361.9 million in the first half of 2026, mostly because of higher stock-based compensation, according to the filing. First-half 2026 sales were $0.174 million. Cash was $14.7 million on June 30, 2026, and the auditor’s report includes a going-concern paragraph, so without the deal, money is thin.
The product isn’t shipping yet. Agility has built Digit 5 prototypes, and early access is “expected to begin in the first half of 2027.” The $300 million in orders comes from a single customer, which is a related party, for 1,000 robots, and it depends on milestones and specifications. The long-range numbers, including about 25,000 robots shipped in 2035 and an $8,500-a-month subscription, are management projections that no independent party has verified.
Agility repeated the pitch at its Analyst & Investor Day on October 6. It again claimed “$300 million in multi-year orders” and said it plans general availability of Digit 5 “by the end of 2027.” That evening, Churchill filed the slides, a transcript and the day’s press release with the SEC. We summarize them in a separate section below, labeled as company claims and plans. The S-4 registration statement isn’t yet effective.
This is not investment advice. RoboticaGuide does not recommend buying, selling or holding any security.
The filings we read
| Filing (EDGAR, CIK 2074973) | Filed | What it is |
|---|---|---|
| Form 425 with joint press release (Ex. 99.1) | Jun 24, 2026 | Deal announcement (company statements) |
| Form S-4 | Sep 4, 2026 | First public registration statement and proxy statement/prospectus |
| Form 425s | Sep 10 to Oct 1, 2026 | Releases and media articles filed as deal communications, including the Digit 5 launch, the investor-day notice and the planned board |
| Form S-4/A | Sep 30, 2026 | The amended statement, marked “PRELIMINARY — SUBJECT TO COMPLETION.” This is our main source. |
| Form 8-K (Item 7.01), Ex. 99.1 | Oct 6, 2026 | The 75-slide investor-day presentation. It is “furnished,” not “filed,” under Item 7.01. The same deck was also filed as a Form 425. |
| Form 425 (transcript) | Oct 6, 2026 | Transcript of the investor-day presentations (company statements) |
| Form 425 (press release) | Oct 6, 2026 | Agility’s release announcing the investor-day livestream |
Agility’s September 17 release dates the S-4 “September 9, 2026,” but EDGAR shows a filing date of September 4. We use the EDGAR date. Because the S-4/A is preliminary, its figures can change in later amendments.
$1.8 million in sales, $138 million in losses
The FY2024 and FY2025 figures are audited (statements of operations, p. F-47; auditor Grant Thornton). The half-year figures are unaudited (p. F-73). The MD&A tables are on pp. 243–244.
| Line item | FY2024 | FY2025 | 1H 2025 | 1H 2026 |
|---|---|---|---|---|
| Net sales, trade | $0.276M | $0.650M | $0.568M | $0.053M |
| Net sales, related parties | $0.034M | $1.132M | $0.057M | $0.121M |
| Total net sales | $0.310M | $1.782M | $0.625M | $0.174M |
| Gross loss | ($0.153M) | ($2.691M) | ($1.231M) | ($3.715M) |
| Net loss | ($70.5M) | ($138.1M) | ($71.8M) | ($361.9M) |
| Cash used in operations | $70.7M | $99.8M | $46.2M | $86.2M |
- Who bought robots. The related-party note (p. F-69) says an investor agreed to buy five robots for $1,050,000. Agility recorded $1,040,360 of 2025 net sales from that investor. The filing does not name the investor.
- Why 2026 sales fell. First-half trade sales dropped 91%. The filing attributes the drop to “$0.5 million of one time robot sales in 2025” (p. 243).
- Why the loss jumped. First-half SG&A rose to $158.2 million and R&D to $200.8 million. The filing says the increases were “primarily driven” by about $121.4 million and $130.8 million more stock-based compensation (pp. 243–244), so cash burn grew far less than the loss.
Cash, going concern and controls
Agility had $14.7 million of cash and cash equivalents on June 30, 2026, plus $7.1 million of long-term restricted cash. The filing says that without the merger, existing cash “will not be sufficient to fund operations” for at least a year (Liquidity, p. 246). Grant Thornton’s audit report (p. F-44) says Agility’s losses and negative cash flows “raise substantial doubt about the Company’s ability to continue as a going concern.” In 2025 Agility received about $162.4 million in net proceeds from its Series C, and in July 2026 it raised $100 million through SAFEs (simple agreements for future equity). Management still concluded that these plans “do not alleviate the substantial doubt” (Risk Factors, p. 68). The filing also discloses material weaknesses in internal control over financial reporting, including in “the accounting for share-based compensation” (p. 43).
Digit 5: timing in the filing
From “Information About Agility” (p. 235): “We have already built and produced Digit 5 prototype units, which were unveiled on September 15, 2026. Early access to Digit 5 is expected to begin in the first half of 2027, with increasing availability over the following six to nine months.” The Agility release filed on October 1 says Digit 5 is “anticipated to be commercially available in the second half of 2027.” At the October 6 investor day, CEO Peggy Johnson said Agility anticipates Digit 5 “will be available to early adopters in the first half of 2027 and generally available by the end of 2027” (transcript, Form 425). All three are plans. Specs and safety design are in our Digit 5 article.
The filing says the current robot, “Digit v4,” is “deployed or committed for deployment across nine customer facilities” and has “more than 65,000 hours of operation.” It names Schaeffler, GXO, Toyota Motor Manufacturing Canada and Mercado Libre as customers (p. 223). These are company statements about the earlier generation, and we have not verified them. The filing contrasts Agility with “teleoperated and demonstration-stage humanoids” (p. 238), but it also says its Arc platform enables “teleoperation when required” (p. 232). See our guide to teleoperation vs. autonomy for why that distinction matters.
The $300 million order: one customer, a related party
Agility calls these “$300 million of committed multi-year orders” (p. 223), and elsewhere “more than $300 million” (p. 226). The filing gives the following details:
- One customer. “We currently have one customer that has committed to deploy $300 million of Digit 5 over a multi-year period” (Risk Factors, pp. 35–36).
- The scope. The order covers “1,000 Digit 5 robots under a three-year term RaaS contract, which includes warrants issued to the purchaser that vest proportionately as robots are deployed” (p. 236). RaaS means robots-as-a-service: Agility keeps ownership and the customer pays a subscription.
- A related party. The notes (pp. F-70, F-84) describe a May 2026 agreement “with a customer, also a related party.” Under it, Agility would issue 453 warrants per robot, up to 453,000. The exercise price “had not yet been finalized,” and no warrants had been issued.
- Conditional. The orders are subject to “contractual milestones, product features and/or specifications.” A risk factor (p. 35) warns that they “may not convert to revenue on the anticipated timeline” if Digit 5 slips.
Agility repeated the claim at its October 6 investor day. Johnson said Agility has secured “$300 million in multi-year orders for Digit 5, subject to the satisfaction of certain contractual milestones, product features and specifications.” The same day’s release says “more than $300 million,” with a footnote dating the orders “as of May 2026.” These are company claims. Neither document names the customer.
Management’s projections (not our forecast)
The figures below come from “Unaudited Prospective Unit Economics Information” (pp. 130–134). Agility management prepared them on April 20, 2026. The filing says they have “not been reviewed or verified by independent third parties” and “are not fact.” We report them because they were filed. We do not endorse them.
| Assumption (illustrative) | RaaS | Ownership |
|---|---|---|
| Customer pays | $8,500 per month | About $200,000 upfront, plus about $36,000 a year for software and maintenance |
| Deployment fee | About $25,000 | About $20,000 |
| Robot bill of materials | About $150,000 at launch. Targets: about $75,000 at 1,000 robots a year and about $30,000 at 10,000 a year | |
| Agility’s own costs per robot | About $15,000 to deploy, plus about $15,000 a year for software and maintenance | |
| Five-year revenue to Agility per robot (filed graphic) | About $500,000 | About $400,000 |
| Time for subscription payments to cover the robot’s bill of materials (filed graphic) | About 1.5 years at launch; under 1 year at 1,000 robots a year; under 0.5 years at 10,000 | Covered at the time of sale |
| Product margin (filed graphic; excludes corporate SG&A and R&D) | About 50% at launch, about 70% at 1,000 robots a year, about 75% at 10,000 | About 40% at launch, about 60% at 1,000 robots a year, about 70% at 10,000 |
| Adoption curve | From “approximately 800 Digit 5 robots produced after general availability” to “approximately 25,000 Digit 5 robots shipped in 2035” | |
Management also assumed about $60 million of SG&A and $115 million of R&D for 2026, using measures that are not reconciled to GAAP. For comparison, reported GAAP SG&A was $158.2 million in the first half of 2026 alone. Elsewhere, the filing says Agility has already cut the bill of materials of the current Digit v4 to “approximately $125,000 per robot” (p. 235).
Deal terms and valuation
| Term | What the S-4/A says | Where |
|---|---|---|
| Equity value | $2.5 billion, paid in stock | Cover letter |
| PIPE | $201,025,000 at $10.00 a share | Cover letter; p. 21 |
| Trust | About $424.0 million (about $10.24 a share) on the Sep 14, 2026 record date | p. 146 |
| Cash to balance sheet (pro forma) | $576M with no redemptions; $155M at maximum redemptions; about $46M in fees | Sources and Uses, p. 21 |
| Minimum cash | $200 million of Available Closing SPAC Cash (Agility’s condition) | Frequently Used Terms, p. vii |
| Ownership (no redemptions) | Agility holders 71.8%; public 15.4%; PIPE 7.5%; Sponsor 5.3% | Cover letter |
| Fairness opinion | Ocean Tomo: enterprise value range $1.7 billion to $7.3 billion; fee $435,000; relied on management data without independent verification | pp. 134–141 |
| Ticker | “AGLT,” subject to Nasdaq approval | p. 119 |
The June 24 release promised “more than $620 million” in gross proceeds, including a PIPE “led by Foxconn.” That is a company statement. The actual cash will depend on how many shareholders redeem. For how Digit compares with other robots on evidence, see our best humanoid robots of 2026.
What has to happen before the deal closes
- SEC effectiveness of the S-4. As of our October 7 check of EDGAR, the SEC had not declared it effective. Agility’s own investor-day remarks describe the S-4 as a registration statement “which has not yet been declared effective.”
- A CCXI shareholder vote. The record date is September 14, but the meeting date is blank: “set for , 2026” (Q&A, p. xxvii). Shareholders can redeem their shares even if they vote yes.
- Agility stockholder consent within 48 hours of effectiveness (p. 7).
- Other conditions (pp. 5–6): HSR clearance, Nasdaq listing, the $200 million minimum cash, domestication to Delaware and no injunction.
- The deadline. Either side may terminate if the deal has not closed by December 31, 2026 (p. 7).
Agility’s September 17 release says it expects to close in the fourth quarter of 2026. At investor day, Chief Financial Officer Michael Beer said, “We plan to close this quarter, subject to customary closing conditions.” These are company plans.
Risk factors worth reading
- “Agility is an early-stage company with a history of net losses…” (p. 33)
- “Digit 5, or any future products, may not launch on the anticipated timeline or with all anticipated product features and/or specifications” (p. 35)
- Safety standards for humanoids are “evolving,” including ISO 25785-1, which is still in development (p. 56).
- Material weaknesses (p. 43) and going-concern doubt (p. 68).
What the filings don’t say
- The names of the $300 million customer and of the five-robot investor.
- The exercise price of the customer’s warrants.
- A Digit 5 price list. The $8,500 and roughly $200,000 figures are illustrative assumptions, not prices.
- Any completed third-party safety certification of Digit 5. The filing cites NRTL field evaluations of Digit v4 (p. 238).
- The vote date, redemption levels and any independent check of the 65,000 hours.
Not in the filings: Project Meridian
On October 5, Agility said CEO Peggy Johnson will take part in Project Meridian, a MITRE-led study of the future of warfare commissioned by the Department of War. Agility says she takes part “in an individual consultant capacity,” “separate from Agility’s commercial operations.” It is not a defense contract.
What Agility said at its October 6 investor day (company claims)
On the evening of October 6, Churchill furnished the 75-slide investor-day presentation as Exhibit 99.1 to a Form 8-K and filed the same deck under Rule 425. It also filed a transcript of the presentations and Agility’s livestream press release as Form 425s. We checked the filed deck against the copy Agility posted on its investor relations website that afternoon, and the figures we cite are the same. Slide numbers below refer to Exhibit 99.1. Everything in this section is a company claim or plan, not an audited or verified figure, and we keep it out of the filed-financials and projections tables above.
| What the filed slides say | Label | Compared with the S-4/A |
|---|---|---|
| Year-end 2027 goals: about 100 potential customers in pipeline discussions or the Customer Acceleration Program, up from “30+,” and “up to 25” committed customer facility deployments, up from 9. Agility says it expects the dollar value of committed orders to rise “commensurately” (slide 63). | Plan | New. We did not find these goals in the S-4/A. The slide says they “are not projections.” |
| Digit 5 timing: a rollout to existing partners in the first half of 2027, EU and UK access in 2027 “subject to obtaining a CE mark and other regulatory marks,” and general availability by the end of 2027 (slide 73). | Plan | More specific. The S-4/A says early access in the first half of 2027, with availability increasing over the following six to nine months. We did not find an EU/UK plan or an end-of-2027 date in it. The transcript repeats “generally available by the end of 2027.” |
| Digit 5 safety: “Built to work in close proximity to humans” and “New ISO safety standard approved,” footnoted to ISO 25785-1 (slide 31). The same deck says Digit 5’s cooperative safety features “are still in development” (slide 74). | Company claim | Differs. The S-4/A lists ISO 25785-1 as a standard still under development (p. 56). The slide does not say who approved what, or when, and it does not say Digit 5 is certified. We have not confirmed the standard’s status. |
| Deployments: Schaeffler, 8 robots, 98% accuracy, about 60,000 totes moved; GXO, 3 robots, 98% accuracy, more than 100,000 totes moved (slide 44). | Company claim | Differs for Schaeffler. The S-4/A says Schaeffler’s Digit v4 deployments moved about 25,000 totes at about 98% accuracy. The slide does not date its counts. In the transcript, Agility describes the Schaeffler work as “well over a million pounds of material” and gives no tote count. The GXO figure matches the S-4/A, which dates the 100,000-tote milestone to November 2025. |
| Funding to date: more than $390 million of equity raised since Agility was founded, as of May 2026, excluding grants (slide 18). | Company claim | New. We did not find this total in the S-4/A. |
| Deal: $2.5 billion pre-money equity value, $620 million of gross proceeds, about $200 million of incremental capital “anchored by Foxconn,” and a listing targeted for the fourth quarter of 2026 (slide 68). | Company claim / plan | The equity value matches the S-4/A. The cash depends on redemptions: the S-4/A shows $576 million to the balance sheet with no redemptions and $155 million at maximum redemptions. In the transcript, Beer gives “over $620 million” as “more than $420 million” of trust cash plus a “$200 million common stock PIPE.” The S-4/A shows about $424.0 million in trust and a $201,025,000 PIPE. |
| Repeated from the filing: more than $300 million of Digit 5 orders as of May 2026 (the same 1,000-robot RaaS footnote), 9 committed customer facility deployments, 65,000 hours of operation, RoboFab capacity of 10,000 robots a year, an $8,500-a-month RaaS assumption, and about $60 million of SG&A and $115 million of R&D assumed for 2026. | Company claim | Consistent with the S-4/A. |
Investor-day unit economics vs. the S-4/A
The transcript describes the same RaaS and ownership models as the S-4/A, but presents them differently, and a few figures are new. All of these are illustrative management assumptions, not prices or forecasts. Where the two documents differ, we show both and do not try to reconcile them.
| Topic | Investor day (Oct 6 transcript or slides) | S-4/A (Sep 30) | What differs |
|---|---|---|---|
| RaaS revenue per robot | An approximate $25,000 deployment fee plus annual subscription payments: “approximately $500,000 in illustrative cumulative revenue per robot – or $100,000 per year on average” over five years. Slide 45 assumes “$8,500 monthly RaaS pricing.” | $8,500 a month plus a one-time fee of about $25,000 (pp. 132–133). The filed graphic shows about $500,000 over five years. | Presentation only: a five-year total instead of a monthly fee. For scale, 60 payments of $8,500 come to $510,000 before the deployment fee. Both documents call the totals approximate. |
| Ownership revenue per robot | “roughly $400,000” over five years, with “approximately 65% in year 1” | About $200,000 upfront, about $20,000 to deploy and about $36,000 a year for software and maintenance. The filed graphic shows about $400,000 and about 65% in year 1. | Presentation only: a five-year total instead of separate fees. |
| Agility’s costs and margins | About $15,000 to deploy and $15,000 a year to support each robot. A launch bill of materials of about $150,000, so about $240,000 in costs against $500,000 in revenue, or about a 50% RaaS margin. About 70% at 1,000 units a year and about 75% at 10,000. Ownership about 40% at launch, “increasing toward 70% at scale.” | The same cost assumptions and margin graphic (pp. 132–133) | No difference in the figures. Neither includes corporate SG&A or R&D. |
| Contract length | The $300 million covers “1,000 robots under three-year RaaS contracts.” Elsewhere in the transcript, Chief Business Officer Daniel Diez said Agility anticipates “the majority” of the orders “will be structured as RaaS.” | One customer’s “three-year term RaaS contract” for 1,000 robots (p. 236). The unit economics assume a five-year robot life. | The transcript’s “majority” wording is looser than the filing. The order term is three years, while the $500,000 illustration assumes five. |
| Comparison with human labor | Slide 45: about $200,000 a year of “fully burdened” labor cost at $30.50 an hour over two 10-hour shifts, against about $100,000 a year for RaaS. In the transcript, Beer uses $30 an hour and “roughly $180,000 per year.” | Says RaaS is priced “at a discount to a customer’s fully burdened labor cost,” with no dollar comparison that we found (p. 232) | New. The slide and the spoken figure also differ ($200,000 vs. $180,000). |
| Revenue scenarios | “2,500 deployed robots represent approximately $250 million in annual revenue potential, and 10,000 represent approximately $1 billion,” described as “illustrative installed-base scenarios, with no deployment date attached” | Not found. The S-4/A has only the adoption curve, from about 800 robots to about 25,000 shipped in 2035. | New. |
| Market size | Johnson: “approximately $1.25 trillion by 2032.” Beer: “estimated to approach $1 trillion by 2032.” | “approximately $1 trillion” (p. 225) | Differs. The transcript gives two figures. |
| Spending | About $60 million of SG&A in 2026 growing about 20% a year through 2028; about $115 million of R&D growing about 15% a year; about $8 million of capital spending through 2028 | The same (p. 133) | No difference. |
| Customer pipeline | Customer Acceleration Program fee of about $500,000; four new program customers; more than 30 prospective customers | The same, “as of May 2026” (p. 227) | No difference. The transcript does not date the counts. |
Related reading
- Agility Digit 5: specs, safety design and availability
- Best humanoid robots of 2026
- What is a humanoid robot?
- Teleoperation vs. autonomy in humanoid demos
Frequently asked questions
Has the Agility Robotics SPAC deal closed?
No. As of our October 7, 2026 check of SEC EDGAR, the latest filings were the October 6 investor-day materials: an 8-K and three Form 425s. The registration statement (the S-4, last amended September 30) was not yet effective, and no shareholder meeting date had been set. Agility says it expects to close in the fourth quarter of 2026.
How much revenue does Agility Robotics make?
The S-4/A shows total net sales of $1.782 million for 2025, of which $1.132 million came from related parties. Net sales for the first half of 2026 were $0.174 million.
How much is Agility Robotics losing?
Agility’s net loss was $138.1 million in 2025 and $361.9 million in the first half of 2026. The filing attributes most of the increase to stock-based compensation. Cash used in operations was $86.2 million in the first half of 2026.
When will Digit 5 be available?
Agility says early access is expected to begin in the first half of 2027, with availability increasing over the following six to nine months. As of the filing, only prototype units had been built. Its October 6 investor-day materials, filed with the SEC, add a plan for general availability by the end of 2027.
Are the 25,000-robot and $8,500-a-month figures forecasts?
They are illustrative assumptions that Agility management prepared on April 20, 2026. The filing says they are unverified and “are not fact.” RoboticaGuide does not endorse them.
Who placed the $300 million Digit 5 order?
The filing does not name the customer. It says one customer, a related party, committed $300 million for 1,000 robots under a three-year robots-as-a-service contract. The commitment is subject to milestones and specifications and comes with warrants. Agility repeated the $300 million figure at its October 6 investor day without naming the customer.
Sources
Filings retrieved from SEC EDGAR on October 6, 2026, 7:49–8:00 AM ET, and rechecked at 4:11 PM ET. The October 6 investor-day filings (accepted 8:38–8:46 PM ET) were retrieved on October 7, 2026, 7:53–8:01 AM ET, when EDGAR showed no later filings from Churchill Capital Corp XI or Agility and no notice of effectiveness for the S-4. Page numbers are the S-4/A’s printed pages. Slide numbers refer to Exhibit 99.1 of the October 6 Form 8-K.
- Form 8-K (Item 7.01), filed Oct 6, 2026, Ex. 99.1 investor presentation: exhibit; filing index (same deck filed as a Form 425: filing index)
- Form 425, filed Oct 6, 2026 (investor-day transcript): sec.gov
- Form 425, filed Oct 6, 2026 (Agility release on the investor-day livestream): sec.gov
- Form S-4/A, filed Sep 30, 2026: document; filing index
- Form S-4, filed Sep 4, 2026: filing index
- Form 425, filed Oct 1, 2026 (Agility release on planned directors): sec.gov
- Form 425, filed Sep 17, 2026 (investor day notice): sec.gov
- Form 425, filed Sep 15, 2026 (Digit 5 launch release): sec.gov
- Joint press release, Jun 24, 2026 (Ex. 99.1 to Form 425): sec.gov
- EDGAR filing list, CIK 2074973: sec.gov
- Agility, Analyst & Investor Day presentation as posted on its investor relations site, Oct 6, 2026 (same figures as the filed Ex. 99.1): PDF, linked from agilityrobotics.com/investors
- Agility, investor day announcement (Sep 17, 2026): agilityrobotics.com
- Agility, Project Meridian release (Oct 5, 2026): prnewswire.com
Last updated: October 7, 2026. Not investment advice. To report an error, see our corrections page. Articles are drafted with AI assistance and reviewed and edited by an editor; see our editorial policy. Figures come from the cited SEC filings unless they are labeled as a company claim or a management projection.
