Agility picks NVIDIA for Digit 5 as a SPAC vote sets its cash runway

Agility held $14.7m in cash at 30 June. A SPAC vote on 2 November will determine whether $155m or $576m reaches the robot maker after fees.

Agility Robotics has made NVIDIA the exclusive supplier of onboard compute for its next humanoid robot, Digit 5. Eleven days later, shareholders of its SPAC partner vote on whether Agility has the money to build it.

The vote will determine how much money Agility has to bring Digit 5 to customers, making it more consequential than the chip choice. Agility's cash at 30 June equalled about a month of operating burn. The number of Churchill Capital Corp XI holders who redeem will set the runway, between roughly 0.9 and 3.3 years.

Agility sells almost nothing so far. In the first half of 2026 it booked net sales of $174 thousand against cost of goods sold of $3.9 million.

It burned $86.2 million in operating cash over those six months, up from $46.2 million a year earlier. Management states that existing cash "will not be sufficient to fund operations and satisfy obligations as they become due for at least one year".

Cash and equivalents stood at $14.7 million on 30 June. At the first half burn of about $14.4 million a month, that is roughly one month.

The prospectus gives no later cash balance. The business needs the merger money to keep going, and the vote is the only scheduled source of it.

How redemptions change the cash received

Two sources of money fund the deal, which values Agility's holders at $2.5 billion in equity. A $201 million private placement at $10 a share is committed.

The trust, the account that holds the money Churchill XI raised from its public shareholders, held $420.9 million at 30 June, per Churchill XI's quarterly filing. Closing needs $200 million of cash, called the minimum cash condition.

The placement alone covers that, even if all 41.4 million public shares are redeemed. The closing test is met, so the question is how much extra cash arrives.

The vote sets that amount, because the money holders redeem is paid out of the trust. The prospectus shows $155 million reaching Agility's balance sheet if every public holder redeems, and $576 million if none do. Both figures come after about $46 million of illustrative fees and expenses.

Doubling the first half burn gives $172.4 million a year, the pace used for every case below. The figures leave out capital spending and any growth in burn.

On that pace the low case lasts 0.9 years and the high case 3.3 years. If half redeem, Agility keeps about $365 million, or 2.1 years.

What each runway would fund

Early access in the first half of 2027 arrives in every case. The first robots are funded either way. The remaining cash cushion differs: in the low case Agility would start selling with under a year of cash.

Agility's first half pace is 73% above its 2025 burn of $99.8 million, so it would need to raise again soon after launch. At the high end it can pay for production without going back to the market.

Redemptions may come in low for a simple reason. The prospectus puts the trust at $10.16 a share. Any holder who can sell in the market above that price collects more than redemption pays.

The trust accrues interest, so the redemption price on 2 November will sit a little above $10.16. If the stock stays above the trust value, redeeming loses money against selling.

What the chip agreement covers

The NVIDIA deal itself is narrow. In its release of 22 October, Agility said Digit 5 "will standardize on NVIDIA IGX Thor for its onboard compute". Exclusivity applies to the general availability version of the robot.

Early access is expected in the first half of 2027, with availability rising over the following six to nine months. No price or volume is given.

Single sourcing is a risk Agility already lists. Its prospectus, filed on 13 October, warns that some components "may have to be purchased from a single source or limited number of sources". The same prospectus already named NVIDIA among its strategic investors and said NVIDIA picked Digit 5 as the launch partner for NVIDIA's Halos safety platform. What the release adds is the supply commitment.

The supply news does not change the cash. The prospectus gives no size for NVIDIA's stake, and the placement investors are unnamed funds. NVIDIA's ownership stake is also relevant to assessing the supply contract.

Customer commitments and production costs

Customers face the same cash question. A supplier short of cash is a risk to them. The prospectus describes one buyer that "has committed to deploy $300 million of Digit 5 over a multi-year period, subject to the realization of certain contractual milestones".

The filing's footnote ties that figure to 1,000 robots on a three year service contract, with warrants issued to the purchaser. The prospectus says such figures are not a measure of current period revenue. No one should book it as sales today.

The prospectus states no fee for this buyer. At the prospectus's illustrative $8,500 a month, the same 1,000 robots over 36 months would be $306 million, close to the $300 million.

Management expects the robot's parts bill to fall from about $150,000 at launch to $75,000 at 1,000 robots a year. It expects $30,000 at 10,000 a year. The prospectus does not break out the compute module, which is one line in that bill. The chip choice shapes costs over several years, not in the first deliveries, and gives Agility a supplier it can plan around.

Holders must tender shares by 5 p.m. Eastern on 29 October, and the vote is on 2 November. Holders who elect to redeem may reverse that choice after the deadline, in writing to the transfer agent.

In the prospectus's own half redemption case Agility keeps about $365 million, or 2.1 years at the first half pace. That funds the first robots in the first half of 2027 with more than a year in hand.