Churchill Capital Corp IX/Cayman

Churchill Capital Corp IX (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on December 18, 2023, in the Cayman Islands, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The Company has not generated any operating revenues to date and does not expect to do so until it consummates its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for and consummating a Business Combination, specifically the PlusAI Business Combination ³.

The Company's core business model is to identify and acquire a target business, thereby taking it public. It generates non-operating income primarily from interest earned on funds held in its Trust Account ⁴. The primary customer segments are not applicable as it is a blank check company; its "customers" are effectively the target business it seeks to acquire and its own shareholders who invest in the SPAC. The Company leverages its Management Team, M. Klein and Company (an affiliate of its Sponsor), and Strategic and Operating Partners to source, evaluate, and execute attractive Business Combination opportunities ⁵.

The Company's IPO Registration Statement became effective on May 1, 2024 ⁶. On May 6, 2024, the Company consummated its IPO of 28,750,000 Public Units, including 3,750,000 Option Units from the full exercise of the Over-Allotment Option, at a price of $10.00 per Public Unit, generating gross proceeds of $287,500,000 ⁷. Simultaneously, it completed a private sale of 725,000 Private Placement Units to its Sponsor at $10.00 per unit, generating gross proceeds of $7,250,000 ⁸. A total of $287,500,000, comprising $283,558,750 from the IPO proceeds (including a Deferred Fee of $10,062,500) and $3,941,250 from the Private Placement proceeds, was placed in a Trust Account ⁹.

For the fiscal year ended December 31, 2025, the Company reported net income of $8,556,703 ¹⁰. This includes $12,494,752 of interest income earned on marketable securities and cash held in the Trust Account, offset by $3,938,049 of general and administrative costs ¹¹. As of December 31, 2025, the Company had marketable securities and cash held in the Trust Account totaling $307,617,399 ¹². Cash held outside the Trust Account was $2,469 ¹³. The Company had a working capital deficit of $11,266 as of December 31, 2025 ¹⁴. The deferred underwriting fee payable was $10,062,500 ¹⁵. Basic net income per redeemable Class A ordinary share was $0.23 ¹⁶, and diluted net income per redeemable Class A ordinary share was also $0.23 ¹⁷.

Comparing year-over-year, net income decreased from $8,791,874 in 2024 to $8,556,703 in 2025 ¹⁸. Interest income earned on marketable securities and cash held in the Trust Account increased from $9,622,647 in 2024 to $12,494,752 in 2025 ¹⁹. However, general and administrative costs significantly increased from $830,773 in 2024 to $3,938,049 in 2025 ²⁰. The redemption value per Public Share increased from approximately $10.30 as of December 31, 2024, to approximately $10.70 as of December 31, 2025 ²¹.

During the reported period, the Company entered into the PlusAI Merger Agreement on June 5, 2025, with Plus Automation, Inc. ("PlusAI") and its Merger Subs, intending to effect a Business Combination ²². This agreement was amended twice: on September 8, 2025, to clarify the exchange of PlusAI Common Stock for SPAC Class B Common Stock ²³, and on September 18, 2025, to remove the closing condition requiring $100 million in Available Closing SPAC Cash ²⁴. Additionally, on December 2, 2025, the Company issued an unsecured promissory note (WCL Promissory Note) for up to $1,500,000 to the Sponsor for Working Capital Loans ²⁵. The Company also entered into an advisory agreement with Citigroup Global Markets Inc. on June 4, 2025, for capital market advisory services related to the PlusAI Business Combination, with a contingent cash fee of $7,000,000 payable upon closing, and a potential additional $3,000,000 fee at the discretion of the Company and PlusAI ²⁶. Legal fees of approximately $3,420,000 were incurred as of December 31, 2025, contingent upon the completion of a Business Combination ²⁷.

The Company's primary objective is to complete its initial Business Combination, specifically the PlusAI Business Combination, by May 6, 2026, or by August 6, 2026, if a definitive agreement for an initial Business Combination, such as the PlusAI Merger Agreement, has been executed by May 6, 2026 ²⁸. The PlusAI Registration Statement was declared effective on January 12, 2026 ²⁹, and the extraordinary general meeting of shareholders to approve the PlusAI Business Combination has been rescheduled to February 11, 2026 ³⁰. The closing of the PlusAI Business Combination is subject to several conditions, including shareholder approvals from both the Company and PlusAI, the Company having at least $5,000,001 of net tangible assets at closing, and the amount of cash available in the Trust Account (after redemptions but before transaction expenses) plus net proceeds from any incremental financing being at least $100,000,000 ³¹.

A major growth area for the Company is the successful consummation of the PlusAI Business Combination. This transaction involves Merger Sub I merging into PlusAI, with PlusAI becoming a wholly-owned subsidiary, followed by a second merger into Merger Sub II ³². The aggregate consideration for PlusAI stockholders and vested equityholders will be based on a pre-money equity value of PlusAI of $1,200,000,000, subject to closing adjustments ³³. Additionally, during the five-year Earnout Period following the closing, eligible pre-Closing PlusAI security holders may receive up to 15,000,000 additional shares of SPAC Common Stock in three equal tranches of 5,000,000 shares, contingent on certain price targets for SPAC Class A Common Stock ³⁴. This structure aims to align incentives and potentially provide significant upside to PlusAI's former security holders.

Operationally, the Company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses ³⁵. The Company's liquidity needs are currently addressed through Permitted Withdrawals from the Trust Account, limited to $1,000,000 annually from interest income, and potential Working Capital Loans from the Sponsor ³⁶. For the year ended December 31, 2025, the Company withdrew $1,000,000 in interest for working capital, and no further amounts are available until May 6, 2026 ³⁷. On January 13, 2026, the Company borrowed $250,000 against the WCL Promissory Note, with $1,250,000 remaining available for withdrawal ³⁸.

Regarding capital allocation, the Company has granted registration rights to holders of Founder Shares, Private Placement Units, and WCL Conversion Units, requiring it to register such securities for resale ³⁹. The Company will bear the expenses incurred in connection with the filing of any such registration statements ⁴⁰. The Underwriters are entitled to a Deferred Fee of $10,062,500, payable only upon the completion of the initial Business Combination ⁴¹. Additionally, an advisory fee of $7,000,000, with a potential additional $3,000,000, is contingent on the closing of the PlusAI Business Combination ⁴².

The Company faces structural headwinds and execution risks, including the possibility of not completing the PlusAI Business Combination within the Combination Period, which would lead to liquidation and redemption of Public Shares ⁴³. The Nasdaq Rules require SPACs to complete their initial Business Combination within 36 months following the effectiveness of its initial public offering registration statement, and failure to meet this requirement could result in suspension of trading and delisting ⁴⁴. The Company's liquidity condition and mandatory liquidation deadline raise substantial doubt about its ability to continue as a going concern ⁴⁵.

The Company faces significant risks, primarily stemming from its nature as a blank check company with no operating history and no revenues, making its ability to achieve its business objective of completing an initial Business Combination uncertain. A material risk is the inability to complete the PlusAI Business Combination within the Combination Period, which is currently August 6, 2026, leading to liquidation and redemption of Public Shares, with Warrants expiring worthless ⁴⁶. The Company may also be unable to obtain additional financing to complete its initial Business Combination or fund the operations of PlusAI, potentially compelling it to restructure or abandon the transaction ⁴⁷. The market for attractive targets is becoming scarcer due to an increasing number of SPACs, which could increase the cost of an initial Business Combination or prevent its consummation ⁴⁸. Recent fluctuations in inflation and interest rates, military conflicts, and other disruptions to capital markets could make it more difficult to complete a Business Combination ⁴⁹. Changes in laws or regulations, including the U.S. federal 1% excise tax on certain stock repurchases, or a failure to comply with them, may adversely affect the business ⁵⁰. The Company's limited funds outside the Trust Account, currently $2,469 ⁵¹, may be insufficient to operate its business, making it dependent on loans from its Sponsor or Management Team ⁵². Cybersecurity incidents or attacks could result in information theft, data corruption, operational disruption, and financial loss, impacting the ability to consummate an initial Business Combination ⁵³. If the Company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements and restricted activities ⁵⁴. The Sponsor and Management Team's agreement to vote in favor of an initial Business Combination, regardless of Public Shareholder votes, could lead to a Business Combination not supported by a majority of Public Shareholders ⁵⁵. The ability of Public Shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, and large redemptions could dilute Public Shareholders' investment ⁵⁶. The requirement to complete a Business Combination within the Combination Period may give target businesses leverage in negotiations and limit due diligence time ⁵⁷. The nominal price paid by the Sponsor for Founder Shares (approximately $0.003 per share) ⁵⁸ could result in significant dilution to Public Shareholders upon Business Combination completion, and the Sponsor may profit substantially even if Public Shareholders experience losses ⁵⁹.

Management's message emphasizes leveraging the strategic and transactional experience of its founder, M. Klein and Company, and Strategic and Operating Partners to identify and execute attractive Business Combination opportunities. The Company's strategic priorities include selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms, and improving the operational performance of the acquired company ⁶⁰. Management expects to favor target companies with compelling long-term growth prospects, opportunities for valuation improvements, attractive competitive dynamics, consolidation opportunities, competitive advantages, significant potential for recurring revenue, opportunities for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics ⁶¹. The Company has already entered into the PlusAI Merger Agreement, and the PlusAI Registration Statement was declared effective on January 12, 2026 ⁶². The extraordinary general meeting to approve the PlusAI Business Combination has been rescheduled to February 11, 2026, to allow additional time for shareholder engagement following PlusAI's expanded partnership with TRATON Group ⁶³. Management acknowledges the substantial doubt about the Company's ability to continue as a going concern due to liquidity needs and the deadline for completing a Business Combination, currently August 6, 2026 ⁶⁴.