The Digit humanoid robotic from Agility, which is an instance of a SPAC acquisition. Supply: Agility
On June 24, Agility Robotics Inc., a number one humanoid robotics and bodily AI firm, introduced it had entered right into a definitive enterprise mixture settlement with Churchill Capital Corp XI, a publicly traded particular function acquisition firm or SPAC. The deal values Agility at a $2.5 billion pre-money fairness valuation.
The Agility transaction comes at an inflection level for robotics firms looking for to scale their companies throughout a time of technological disruption, elevated visibility, and public acceptance, in addition to labor shortages and onshoring pressures which are accelerating the necessity for deployment of robotics techniques.
Whereas the normal IPO path stays difficult, de-SPAC transactions and sorts of reverse-merger transactions might show to be the optimum strategy for a lot of robotics firms looking for further capital and entry to public markets.
Agility deal follows SPAC playbook
The Agility deal is predicted to generate roughly $620 million of gross transaction proceeds, together with roughly $200 million of incremental financing through a non-public placement of public fairness (PIPE) financing. The PIPE is led by Foxconn, alongside different present and new institutional buyers.
Agility’s path to the general public markets follows a well-worn SPAC playbook. Churchill XI, sponsored by financier Michael Klein, went public in December 2025 and raised roughly $420 million in its belief account. The transaction is predicted to shut in 2026, topic to Churchill XI shareholder approval, SEC assessment of a Kind S-4 registration assertion, receipt of regulatory approvals, and the satisfaction of different customary closing circumstances.
The humanoid robotic developer is backed by a roster of strategic buyers together with DCVC, NVIDIA, Amazon, SoftBank Imaginative and prescient Fund 2, Foxconn, Schaeffler and Playground International.
Editor’s notice: Jonathan Hurst, co-founder and chief robotic officer of Agility, will discuss robotics breakthroughs within the opening keynote for the twentieth anniversary of RoboBusiness on Oct. 20 in Santa Clara, Calif. Register now to attend.
Register now and save in your cross to RoboBusiness 2026Serve Robotics pioneered a non-traditional path
Almost three years earlier than Agility’s announcement, one other robotics firm selected a non-traditional path to the general public markets. On July 31, 2023, Serve Robotics Inc., which develops autonomous sidewalk supply robots, accomplished a reverse merger with Patricia Acquisition Corp., a “shell” company, fashioned and not using a particular marketing strategy or function.
Concurrently with the reverse merger, Serve raised roughly $30 million in financing led by present buyers Uber, NVIDIA, and Wavemaker Companions, with participation from new buyers. The financing included a non-public placement of widespread inventory, the conversion of present convertible notes and the issuance of warrants to the prior holders of the convertible notes.
Editor’s notice: This week, Uber sold its stake in Serve Robotics, citing “completely different instructions” in robotic deliveries, according to Bloomberg.
Serve final yr expanded deliveries to Chicago with Uber. Supply: Serve Robotics
Similarities and variations within the transactions
Each the Agility and Serve transactions share a elementary attribute: Every non-public firm selected to bypass the normal IPO course of to entry the general public markets. Each concerned a non-public robotics firm merging with an present public “shell” entity, and each resulted within the working firm’s enterprise turning into the only real enterprise of the publicly listed entity.
In each instances, the businesses had been pre-profit — and in Serve’s case, basically pre-revenue — elevating questions on whether or not conventional IPO individuals would have supported these listings via a standard providing course of. Every transaction additionally concerned a financing backed by strategic buyers.
Nevertheless, the structural variations between the 2 transactions are substantial. Churchill XI is a purpose-built acquisition car that raised capital via its personal IPO particularly to fund a future enterprise mixture, bringing dedicated capital in its belief account.
Against this, Patricia Acquisition Corp. was a dormant “shell” firm with no money and no liabilities on the time of the Serve reverse merger—the entity merely offered the general public reporting framework.
The regulatory and disclosure burdens additionally differ meaningfully. Agility’s de-SPAC transaction requires SEC assessment of a Kind S-4 registration assertion and in depth proxy solicitations culminating in a shareholder vote by Churchill XI’s public stockholders—processes that, whereas much less onerous than an IPO, nonetheless impose vital disclosure necessities and regulatory scrutiny.
Serve’s reverse merger, whereas requiring subsequent SEC filings in reference to the resale registration of sure securities issued within the financing, didn’t contain the identical stage of pre-closing regulatory assessment or public shareholder approval.
Digit stacks crates. The robotic is at the moment deployed in business operations. Supply: Agility
The broader pattern: Are non-IPO paths the longer term for robotics?
The Agility and Serve transactions don’t exist in isolation. In the course of the 2021 SPAC growth, a number of robotics and automation firms went public via de-SPAC transactions, together with Berkshire Gray, Sarcos, Symbotic, and Vicarious Surgical. Autonomous car and associated know-how firms equally utilized SPACs to go public throughout that interval.
A number of structural elements make non-IPO paths notably enticing for robotics firms. First, many robotics corporations are capital-intensive however pre-revenue or early-revenue, making it tough to generate the kind of monetary monitor file that institutional buyers sometimes demand.
Second, the present IPO market is more and more dominated by mega-offerings from firms like SpaceX, Anthropic, and OpenAI, which take up headlines, analyst protection and institutional capital—making it tougher for smaller issuers to compete for investor consideration in a standard providing.
Third, the PIPE course of in reference to a reverse merger or a de-SPAC transaction ought to supply extra flexibility on timing and the flexibility for buyers to barter valuation privately slightly than counting on public market demand in a crowded itemizing setting.
Nevertheless, it could be untimely to declare non-IPO transactions because the definitive path for robotics firms to change into public. Personal firms that wish to go public through a de-SPAC transaction or a reverse merger might have to beat sure obstacles that would delay and even block such a transaction from consummating.
For each de-SPAC and reverse-merger transactions, the first impediment could also be securing the PIPE financing, which has been a problem within the present fundraising setting. Each Agility and Serve had robust assist from present buyers keen to “double down” and lead the PIPE. Even when one other lead is obtainable, assist from present buyers could also be required.
For de-SPAC transactions, first, there may be additionally redemption threat. Current SPAC shareholders can redeem their shares earlier than closing, which regularly leaves much less capital obtainable than initially anticipated.
Accordingly, the PIPE financing has change into much less of a growth-capital device for the issuer and extra of a backstop to fulfill minimal money circumstances. This dynamic has made negotiations harder for issuers as a result of PIPE buyers are cognizant that they often is the solely dedicated supply of money at closing and may consequently demand stronger economics and protections, to the issuer’s drawback.
Second, the monitor file of de-SPAC firms stays combined at greatest, which has led to skepticism about post-closing buying and selling. A number of firms that went public via de-SPAC transactions throughout the 2021 growth have struggled considerably within the public markets.
Third, the SEC has additionally imposed stricter disclosure necessities on de-SPAC transactions in recent times, narrowing a number of the regulatory benefits these buildings as soon as provided relative to conventional IPOs.
For reverse-merger transactions, there may be additionally the query of whether or not the mixed firm will fulfill the relevant trade’s preliminary itemizing necessities and be capable of record its shares on Nasdaq or one other nationwide trade.
For the Serve transaction, for the reason that public firm was a “shell” firm and not using a itemizing, resulting from Nasdaq seasoning guidelines for reverse-merger firms, it took nearly a yr following the merger for Serve’s shares to be listed on Nasdaq, which delayed liquidity for buyers and different advantages of being public.
Beneath Nasdaq’s seasoning guidelines, an organization that went public via a reverse merger might not uplist to Nasdaq till it meets sure necessities, together with buying and selling for a minimum of one yr on the over-the-counter market, meet a minimal share value requirement and have well timed filed its periodic monetary experiences with the SEC.
There may be an exception to the seasoning requirement if the corporate can consummate a agency dedication underwritten public providing the place the gross proceeds to the corporate shall be a minimum of $40 million. Serve uplisted to Nasdaq in reference to a $40 million underwritten public providing in April 2024.
The general public firm might be a so-called “fallen angel” (a public firm that beforehand performed adequate operations to keep away from “shell” firm classification, however that, underneath evolving SEC interpretations, might now be handled as a present or former “shell” firm for securities legislation functions) with an present Nasdaq itemizing. In that case, the mixed firm might be able to retain its itemizing upon consummation of the transaction.
Nevertheless, ambiguity regarding the general public firm’s “shell” firm standing might also impression the timing of resale registration, Kind S-3 eligibility, and the general attractiveness of a concurrent PIPE.
Every Serve supply robotic can maintain as much as 4 massive pizzas plus drinks and sides in an insulated compartment. | Supply: Serve Robotics
Is a SPAC or reverse merger best for you?
For robotics firms particularly, the selection between a conventional IPO, a de-SPAC transaction, a reverse merger, or remaining non-public will doubtless proceed to rely upon the person firm’s stage of growth, capital wants, investor base and market timing.
Firms with robust income traction and institutional backing might discover a number of paths viable. Pre-revenue or early-stage firms with compelling know-how however restricted monetary monitor data might proceed to search out de-SPAC transactions and reverse mergers extra accessible than conventional IPOs, notably in a market setting the place investor consideration is fragmented throughout an more and more crowded subject of high-profile choices.
What appears clear is that the normal IPO is now not the one credible path—and even the presumptive path—for robotics firms looking for public market entry. Whether or not Agility’s de-SPAC transaction finally validates this strategy for the robotics sector will rely not simply on the transaction’s profitable closing, however on the corporate’s capability to execute commercially within the months and years that comply with.
In regards to the authors
Marc D. Mantell is a Boston-based accomplice and co-chair of the mergers and acquisitions (M&A) observe at Mintz. Levin, Cohn, Ferris, Glovsky, and Popeo P.C. He advises firms throughout the know-how ecosystem on company, M&A and securities issues, with deep expertise representing venture-backed firms in strategic transactions and financings.
Alok Choksi is a New York-based accomplice at Mintz with a broad company and securities observe. He usually represents funding banks and issuers in advanced capital markets transactions, together with IPOs, SPACs, follow-on choices and personal placements.
This text is posted with permission.
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