Agility Robotics files S-4 for Nasdaq listing, showing $1.8 million in 2025 sales against a $138 million loss
Churchill Capital Corp XI filed a Form S-4 with the SEC on September 4, 2026 for its $2.5 billion merger with Agility Robotics, the maker of the Digit humanoid, which plans to trade on Nasdaq as AGLT. The filing discloses 2025 net sales of $1.78 million, a net loss of $138.1 million, a $100 million SAFE raised in July 2026 and a single customer commitment of $300 million for Digit v5.
Agility Robotics has put its finances on the public record for the first time. Churchill Capital Corp XI, the blank-check company merging with the maker of the Digit humanoid, filed a preliminary registration statement on Form S-4 with the U.S. Securities and Exchange Commission on September 4, 2026, laying out the terms of a deal that would make Agility one of the first U.S. humanoid developers listed on a public exchange.
Under the merger agreement signed on June 24, 2026, Agility shareholders and holders of its options and convertible securities will receive stock worth $2.5 billion, paid entirely in shares of the combined company. Churchill will move its registration from the Cayman Islands to Delaware, rename itself Agility Robotics, Inc. and apply to list on Nasdaq under the symbol AGLT. A private placement, or PIPE, adds $201,025,000 at $10.00 a share, and Churchill's trust account held $420,879,831 in marketable securities as of June 30, 2026, according to the filing.
The numbers
The S-4 shows how early Agility still is commercially. Net sales rose to $1.782 million in 2025 from $310,000 in 2024, of which $1.132 million came from related parties; the filing says the related-party increase was driven mainly by Digit sales to one investor. Cost of goods sold was $4.473 million, leaving a gross loss of $2.691 million. Research and development spending rose 72% to $91.6 million and selling, general and administrative costs rose 183% to $45.8 million, with stock-based compensation on liability-classified awards accounting for $36.8 million of the combined increase. The net loss nearly doubled to $138.1 million from $70.6 million.
- Net sales, trade
- 276
- 650
- 136
- Net sales, related parties
- 34
- 1,132
- 3229
- Total net sales
- 310
- 1,782
- 474
- Cost of goods sold
- 463
- 4,473
- 866
- Gross profit (loss)
- -153
- -2,691
- No data
- Research and development
- 53,368
- 91,644
- 72
- Selling, general and administrative
- 16,200
- 45,841
- 183
- Loss from operations
- -69,721
- -140,176
- No data
- Net loss
- -70,552
- -138,086
- No data
From Agility's audited statements of operations in the Form S-4 filed September 4, 2026. Change % as reported in the filing; null where the filing's percentage is not meaningful for a sign change or loss widening.
As of Oct 1, 2026
Agility had $103.0 million of cash and cash equivalents at the end of 2025, an accumulated deficit of $313.1 million and had raised about $395.8 million in gross proceeds since its founding, the filing shows. In July 2026 it raised a further $100 million through simple agreements for future equity, which it expects to convert into about 1,348,000 shares, to accelerate deployments and Digit v5 production.
What the filing reveals about the business
Agility says Digit v4 is doing paid work for Schaeffler, GXO, Toyota Motor Manufacturing Canada and Amazon. One customer has committed to deploy $300 million of Digit v5 over several years, subject to contractual milestones, features and specifications, the filing says. Digit v5 is designed to lift up to 50 pounds, about 40% more than Digit v4's 35 pounds, to run about 20 hours in every 24 through a 10:1 charge ratio and to reach 7.2 feet. Agility expects commercialization of Digit v5 to begin in 2027.
The company says its RoboFab plant in Salem, Oregon is designed to build up to 10,000 Digits a year, and that about 75% of Digit parts are sourced in the United States. It projects a bill of materials of about $150,000 per robot at commercial launch, falling to about $75,000 at 1,000 units a year and about $30,000 at 10,000 units. Customers under its deployment model pay a one-time charge of about $25,000 per robot plus about $36,000 a year for its Arc software and maintenance. Agility had about 393 full-time employees as of June 30, 2026.
Background
Agility was founded in 2015 out of the Oregon State University robotics program with early DARPA funding, and is led by chief executive Peggy Johnson, who joined in 2024, and co-founder Jonathan Hurst. The filing lists NVIDIA, Amazon, SoftBank, Schaeffler, ABICO Group and Foxconn among its strategic investors.
Competitive context
The listing would give public investors a pure-play U.S. humanoid stock at a fraction of private peers' valuations. Figure AI was valued at $39 billion in its September 2025 Series C and Skild AI at $14 billion in January 2026. In China, Unitree Robotics listed on Shanghai's STAR Market in August 2026.
- Agility Robotics
- 2015
- SPAC merger equity value
- 2,500,000,000
- 2026-06-24
- 1
- Figure AI
- No data
- Series C post-money
- 39,000,000,000
- 2025-09-16
- 15.6
- Skild AI
- 2023
- Series C post-money
- 14,000,000,000
- 2026-01-14
- 5.6
- Walden Robotics
- 2026
- Seed post-money
- 1,100,000,000
- 2026-07-15
- 0.44
Ratio = peer valuation / $2.5 billion Agility equity value. Agility equity value / 2025 net sales = $2,500m / $1.782m = about 1,403x. Valuations as disclosed by the companies or in SEC filings.
As of Oct 1, 2026
Risks
The S-4 is preliminary, and the date of Churchill's shareholder meeting is left blank. Under a maximum redemption scenario in which all 41,400,000 public shares are redeemed, Agility holders would own 85.4% of the combined company instead of 72.7%. Revenue is concentrated, gross margins are negative, and the $300 million commitment depends on milestones Agility says it may not meet. Agility also warns that its robot deployment model ties up capital in robots it owns and has not been proven profitable at scale.
What to watch
Investors will look for SEC effectiveness of the registration statement, the meeting date, redemption levels and first-half 2026 Agility financials in an amended filing.
MEKAWIRE analysis
Agility's S-4 sets the first public benchmark for what a humanoid company is worth on actual revenue, and the gap between $1.8 million of sales and a $2.5 billion price is the story investors will trade.
The evidence cuts both ways. Agility has named blue-chip customers, a factory, a disclosed cost-down curve from $150,000 to $30,000 per robot and a $300 million commitment that dwarfs its historical sales. It also lost $77 for every dollar of 2025 revenue, and $36.8 million of its cost increase came from stock compensation that will be marked to market.
The strongest counter-argument to skepticism is that private peers are valued many times higher with even less disclosure, so a $2.5 billion equity value may look cheap once Digit v5 ships in volume.
Bull case. Digit v5 launches on schedule in 2027, the $300 million customer converts milestones into revenue, and AGLT becomes the reference listed humanoid stock, rerating toward private-market multiples.
Bear case. High redemptions leave the company with little more than the PIPE and SAFE proceeds, Digit v5 slips, and public investors price Agility on its trailing sales rather than its pipeline.
Signals to watch
- SEC declaration of effectiveness and the Churchill meeting date, which the preliminary filing leaves blank
- Redemption rate against the 41,400,000 public shares
- First Digit v5 commercial shipments, which Agility expects to begin in 2027
- Merger with Churchill Capital Corp XI, signed June 24, 2026
- $201,025,000 at $10.00 per share
- Form S-4 (preliminary), filed September 4, 2026
- AGLT on Nasdaq (applied for)
- $2.5 billion, paid in stock
- $138.1 million (2024: $70.6 million)
- $420,879,831 at June 30, 2026
- $1.782 million (2024: $310,000)
- $100 million
- $300 million of Digit v5 from one customer, milestone-based
Why it matters
Until this filing, investors had only private-round headlines to value humanoid companies. The S-4 provides audited revenue, losses, unit-cost targets and customer concentration for a company with years of paid deployments, creating the first hard reference point for the sector.
The disclosure is sobering on current economics and ambitious on the future. A gross loss of $2.7 million on $1.8 million of sales shows that even the most deployed U.S. humanoid is pre-commercial in financial terms, while a cost-down plan from $150,000 to $30,000 per robot shows management's path to margins. How the market prices that gap will shape access to capital for every private rival.
Rival analysis
Figure AI and Skild AI remain private with far higher valuations and almost no financial disclosure. Apptronik, with more than $935 million raised in its Series A, has industrial partners but no listing plans disclosed. Tesla's Optimus is funded from Tesla's balance sheet and is not separately reported.
Agility's distinctive position is its focus on logistics totes and line-side material handling with named customers, a domestic factory and a robot deployment model. Its weakness relative to model-first peers is scale of training data and compute, where Figure has just committed $3.5 billion.
Valuation context
At $2.5 billion, Agility is valued at about 1,403 times 2025 net sales. That is extreme by any industrial standard but well below private peers on a headline basis, with Figure at 15.6 times and Skild at 5.6 times Agility's equity value.
The key sensitivity is redemptions. If no public shares are redeemed, Agility holders own 72.7% and the company gains the trust cash; with full redemptions they own 85.4% and the cash raised falls to roughly the $201 million PIPE plus the separate $100 million SAFE. Transaction costs are estimated at about $46 million.
Supply-chain implications
Agility says about 75% of Digit parts are sourced in the United States and that it builds actuators, end effectors, batteries and control systems in-house, including cycloidal actuators. That positions it well for any U.S. policy that favors domestic content in automation.
Foxconn's presence among strategic investors points to a contract manufacturing option beyond RoboFab's 10,000-unit annual design capacity. The bill of materials targets imply component costs must fall by about 80% from launch to 10,000 units a year, which will require volume pricing on motors, gearing, sensors and compute.
Signals to watch
The SEC review timetable and an amended S-4 with first-half 2026 financials will be the next disclosures. The Churchill meeting date and the redemption rate will determine how much cash Agility actually receives.
Operationally, watch for the identity of the $300 million Digit v5 customer, milestone achievement under that contract, and the start of Digit v5 commercialization, which Agility expects in 2027.
Analyst view
Thesis. The listing is a financing event more than a validation; it gives Agility public currency and capital to reach Digit v5 volume, but the stock will trade on milestone delivery rather than current revenue.
Confidence is medium. The figures are audited and the customer list is strong, but revenue is tiny, concentrated and partly from an investor, the largest commitment is conditional, and redemption levels are unknown. A clean Digit v5 launch in 2027 would raise confidence materially.
Questions you should be asking
Who is the customer behind the $300 million Digit v5 commitment, and what milestones trigger payment? What were Agility's first-half 2026 revenue and burn? How many Digit units are deployed today under the robot deployment model?
How will liability-classified stock awards be treated after listing, and how much of 2025's cost increase recurs? What redemption level does management assume in its 2027 production plan?