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, including the PlusAI Business Combination ³. The Company's business model is centered on identifying and acquiring a target business, thereby providing an alternative to a traditional IPO for the target company ⁴.

The Company's core business model involves leveraging the experience of its Management Team, M. Klein and Company (an affiliate of its Sponsor), and Strategic and Operating Partners to identify, evaluate, and execute attractive Business Combination opportunities ⁵. The Company aims to generate attractive returns for shareholders and enhance value by selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms, and improving the operational performance of the acquired company ⁶. Key target characteristics include 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 ⁷.

The Company consummated its IPO on May 6, 2024, selling 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 ⁸. Simultaneously, it sold 725,000 Private Placement Units to its Sponsor at $10.00 per unit, generating gross proceeds of $7,250,000 ⁹. A total of $287,500,000 from these proceeds was placed in a Trust Account ¹⁰. Each Public Unit consists of one Public Share and one-quarter of one Public Warrant, with each whole Public Warrant exercisable for one Class A Ordinary Share at $11.50 per share ¹¹.

For the fiscal year ended December 31, 2025, the Company reported net income of $8,556,703 ¹². 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 ¹³. In comparison, for the year ended December 31, 2024, the Company had net income of $8,791,874, which included $9,622,647 of interest income from the Trust Account, offset by $830,773 of general and administrative costs ¹⁴. The basic and diluted net income per redeemable Class A ordinary share for 2025 was $0.23 ¹⁵, down from $0.34 in 2024 ¹⁶. The basic and diluted net income per non-redeemable Class A and B ordinary share was also $0.23 for 2025 ¹⁷, compared to $0.34 for 2024 ¹⁸.

As of December 31, 2025, the Company had marketable securities and cash held in the Trust Account totaling $307,617,399 ¹⁹, an increase from $296,122,647 as of December 31, 2024 ²⁰. Cash held outside the Trust Account was $2,469 as of December 31, 2025 ²¹, a significant decrease from $2,412,564 as of December 31, 2024 ²². Total current assets were $161,703 as of December 31, 2025 ²³, down from $2,849,738 in 2024 ²⁴. Total liabilities were $10,235,469 as of December 31, 2025 ²⁵, compared to $10,137,500 in 2024 ²⁶. The Company had a working capital deficit of $11,266 as of December 31, 2025 ²⁷. The redemption value for Class A ordinary shares subject to possible redemption was approximately $10.70 per share as of December 31, 2025 ²⁸, up from $10.30 per share as of December 31, 2024 ²⁹.

A significant operational development is the proposed PlusAI Business Combination. On June 5, 2025, the Company entered into the PlusAI Merger Agreement with Plus Automation, Inc. ("PlusAI") and its Merger Subs ³⁰. This agreement was amended on September 8, 2025, to clarify the exchange of PlusAI Common Stock from PlusAI Options for SPAC Class B Common Stock ³¹, and again on September 18, 2025, to remove the closing condition requiring the Company to have $100 million in Available Closing SPAC Cash ³². The PlusAI Business Combination is expected to be consummated following shareholder approvals and satisfaction of other closing conditions ³³. 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 adjustments ³⁴.

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, was executed by May 6, 2026 ³⁵. The PlusAI Registration Statement was declared effective on January 12, 2026 ³⁶, and the extraordinary general meeting of shareholders to approve the PlusAI Business Combination has been rescheduled to February 11, 2026 ³⁷. The Board postponed the meeting to allow additional time for shareholder engagement, particularly following PlusAI's announcement of an expanded partnership with TRATON Group ³⁸.

The Company intends to use substantially all of the funds held in the Trust Account, including interest earned (net of taxes and excluding the Deferred Fee), to complete its Business Combination ³⁹. If share capital or debt is used as consideration, any remaining proceeds in the Trust Account will be used as working capital for the target business, other acquisitions, and growth strategies ⁴⁰. The Company may need to obtain additional financing to complete its initial Business Combination, either due to transaction cash requirements or significant Public Share redemptions ⁴¹. In such cases, the Company may issue additional securities or incur debt ⁴².

Operationally, the Company expects to incur increased expenses as a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses ⁴³. The Company has Permitted Withdrawals from the Trust Account for working capital, limited to $1,000,000 annually from interest earned in excess of the initial deposit ⁴⁴. For the year ended December 31, 2025, the Company withdrew $1,000,000 for working capital and has no further amounts available until May 6, 2026 ⁴⁵. The Sponsor or its affiliates may provide Working Capital Loans up to $1,500,000 to fund deficiencies or transaction costs, which may be convertible into WCL Conversion Units at $10.00 per unit ⁴⁶. As of January 13, 2026, the Company borrowed $250,000 against the WCL Promissory Note, leaving $1,250,000 available for withdrawal ⁴⁷.

The Company's capital allocation plans include the potential payment of a Deferred Fee of $10,062,500 to the Underwriters upon completion of the initial Business Combination ⁴⁸. Additionally, if the PlusAI Business Combination is consummated, Citigroup Global Markets Inc. will be entitled to a cash fee of $7,000,000 for capital market advisory services, with a potential additional fee of up to $3,000,000 at the discretion of the Company and PlusAI ⁴⁹. The Advisor will also be reimbursed for reasonable incurred expenses not exceeding $500,000 without prior written consent ⁵⁰. Legal fees of approximately $3,420,000 have been incurred in connection with the PlusAI Merger Agreement, which are contingent upon completion of the Business Combination and will include a premium ranging from 50% to 100% of incurred fees ⁵¹. Due diligence fees of $1,050,000 were incurred, with $900,000 paid and $150,000 remaining contingent on customer satisfaction and due upon consummation of a Business Combination ⁵².

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 ⁵³. The Nasdaq Rules require SPACs to complete their initial Business Combination within 36 months of the IPO registration statement's effectiveness, and failure to meet this requirement could result in suspension of trading and delisting ⁵⁴. The Company's liquidity condition and mandatory liquidation date raise substantial doubt about its ability to continue as a going concern ⁵⁵. Furthermore, the Company's ability to complete an initial Business Combination could be adversely affected by changes in laws or regulations, downturns in financial markets, inflation, interest rate fluctuations, tariffs, supply chain disruptions, declines in consumer confidence, public health considerations, and geopolitical instability ⁵⁶.

The Company faces material risks including its status as a blank check company with no operating history or revenues, making its ability to achieve its business objective of completing an initial Business Combination uncertain. There is substantial doubt about the Company's ability to continue as a going concern due to its liquidity needs and the deadline for liquidating its Trust Account if a Business Combination is not completed by August 6, 2026 ⁵⁷. The Company may not be able to complete the PlusAI Business Combination within the Combination Period, leading to liquidation and redemption of Public Shares, with Warrants expiring worthless. Intense competition from other entities, including other SPACs, private equity groups, and operating businesses, for attractive acquisition targets could increase costs or prevent the Company from finding a suitable target. Recent fluctuations in inflation and interest rates, military or other conflicts, and disruptions to capital markets could make it more difficult to consummate a Business Combination. Changes in laws or regulations, including the U.S. federal 1% excise tax on stock repurchases, or a failure to comply with them, may adversely affect the business. The availability of funds from interest income on the Trust Account for Permitted Withdrawals, limited to an annual $1,000,000 ⁵⁸, may be insufficient to operate the business prior to a Business Combination. Cybersecurity incidents or attacks could result in information theft, data corruption, operational disruption, and financial loss. The Company's Public Shareholders may be held liable for claims by third parties against the Company to the extent of distributions received upon redemption of their Public Shares, and the per-share redemption amount could be less than the Redemption Price of approximately $10.70 ⁵⁹ if third-party claims reduce the Trust Account funds.

Management's message emphasizes its commitment to completing the PlusAI Business Combination, which is the Company's current strategic priority. The Board of Directors decided to postpone the extraordinary general meeting to approve the PlusAI Business Combination from February 3, 2026, to February 11, 2026 ⁶⁰, to allow additional time for shareholder engagement, particularly following PlusAI's announcement of an expanded partnership with TRATON Group ⁶¹. This indicates a focus on ensuring shareholder support and leveraging strategic partnerships for the target business. Management aims to identify and execute attractive Business Combination opportunities by leveraging the experience of its Management Team, M. Klein and Company, and Strategic and Operating Partners, with a focus on selecting high-quality targets at attractive valuations, negotiating favorable acquisition terms, and improving operational performance ⁶². The Company's strategic priorities include completing the PlusAI Business Combination before the end of the Combination Period, which is currently August 6, 2026 ⁶³, and managing liquidity to sustain operations, including through potential Working Capital Loans of up to $1,500,000 from the Sponsor ⁶⁴.