The Digit humanoid robot from Agility, which is an example of a SPAC acquisition. Source: Agility
On June 24, Agility Robotics Inc., a leading humanoid robotics and physical AI company, announced it had entered into a definitive business combination agreement with Churchill Capital Corp XI, a publicly traded special purpose acquisition company or SPAC. The deal values Agility at a $2.5 billion pre-money equity valuation.
While the traditional IPO path remains challenging, de-SPAC transactions and varieties of reverse-merger transactions may prove to be the optimal approach for many robotics companies seeking additional capital and access to public markets.
TheAgilitydeal is expected to generate approximately $620 million of gross transaction proceeds, including approximately $200 million of incremental financing via a private placement of public equity (PIPE) financing. The PIPE is led by Foxconn, alongside other existing and new institutional investors.
Thehumanoidrobot developer is backed by a roster of strategic investors including DCVC, NVIDIA, Amazon, SoftBank Vision Fund 2, Foxconn, Schaeffler and Playground Global.
Nearly three years before Agility’s announcement, another robotics company chose a non-traditional path to the public markets. On July 31, 2023,Serve Robotics Inc., which develops autonomous sidewalkdelivery robots, completed a reverse merger with Patricia Acquisition Corp., a “shell” corporation, formed without a specific business plan or purpose.
Concurrently with thereverse merger, Serve raised approximately $30 million in financing led by existing investors Uber, NVIDIA, and Wavemaker Partners, with participation from new investors. The financing included a private placement of common stock, the conversion of existing convertible notes and the issuance of warrants to the prior holders of the convertible notes.
Serve last year expanded deliveries to Chicago with Uber. Source: Serve Robotics
In both cases, the companies were pre-profit — and in Serve’s case, essentially pre-revenue — raising questions about whether traditional IPO participants would have supported these listings through a conventional offering process. Each transaction also involved a financing backed by strategic investors.
However, the structural differences between the two transactions are substantial. Churchill XI is a purpose-built acquisition vehicle that raised capital through its own IPO specifically to fund a future business combination, bringing committed capital in its trust account.
By contrast, Patricia Acquisition Corp. was a dormant “shell” company with no cash and no liabilities at the time of the Serve reverse merger—the entity simply provided the public reporting framework.
Digit stacks crates. The robot is currently deployed in commercial operations. Source: Agility