Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,714,137, which includes $2,997,592 of interest income from the Trust Account[119]. - The company has no revenues to date and does not expect to generate operating revenues until after completing a Business Combination[118]. Initial Public Offering - The company generated gross proceeds of $287,500,000 from the Initial Public Offering of 28,750,000 Units at $10.00 per Unit[124]. - The company incurred transaction costs of $14,560,986 related to the Initial Public Offering, including $5,750,000 of upfront discounts to underwriters[125]. Trust Account and Working Capital - The company intends to use substantially all funds in the Trust Account to complete its Initial Business Combination[126]. - The company has fully withdrawn $1,000,000 in working capital from the Trust Account as of March 31, 2025, with no further amounts available until the one-year anniversary of the Initial Public Offering[128]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[132]. - The company has incurred $30,000 per month in fees to the Sponsor for office space and administrative support since May 2, 2024[133]. Business Combination and Regulatory Environment - The company may seek to extend the Combination Period by amending its memorandum and articles of association, which would require public shareholder approval[116]. - The company is subject to new SEC rules for SPACs that may affect its ability to negotiate and complete its Initial Business Combination[115].

IPO and Financial Overview - The company completed its Initial Public Offering on May 6, 2024, raising gross proceeds of $287.5 million from the sale of 28,750,000 Public Units at $10.00 per Unit[34]. - A total of $287.5 million, including $283.56 million from the IPO and $3.94 million from a Private Placement, was placed in the Trust Account[36]. - The company has $296,122,647 available for a Business Combination as of December 31, 2024, before redemptions and fees[70]. - The company has placed $287,500,000 in its Trust Account from the Initial Public Offering and Private Placement[156]. - The company incurred transaction costs of $14,560,986 related to the Initial Public Offering, including $5,750,000 in upfront discounts and $10,062,500 in deferred underwriting fees[188]. - For the year ended December 31, 2024, the company reported a net income of $8,791,874, primarily from $9,622,647 in interest income earned on the Trust Account[184]. - As of December 31, 2024, the company has withdrawn $1,000,000 from the Trust Account for working capital, with no further amounts available until the one-year anniversary of the Initial Public Offering[191]. - The expected pro rata redemption price for Public Shares is approximately $10.30 as of December 31, 2024, before taxes[156]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[121]. Business Combination Strategy - The company aims to identify and execute attractive Business Combination opportunities, focusing on targets with compelling long-term growth prospects and significant recurring revenue streams[29]. - The company must complete its initial Business Combination by May 6, 2026, or by August 6, 2026, if a letter of intent is executed by May 6, 2026[37]. - The company seeks to acquire businesses with strong potential for stable free cash flow and opportunities for further acquisitions[43]. - The investment strategy emphasizes sourcing through proprietary channels rather than broadly marketed processes, aiming for unique acquisition opportunities[43]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[55]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business[57]. - The company intends to focus its search for an initial Business Combination in a single industry, which may limit diversification[85]. - The company may need additional financing to complete its initial Business Combination if the transaction requires more cash than available[74]. - The company may not be able to assure shareholders that key personnel will remain in senior management positions post-Business Combination[87]. - The company may face risks associated with acquiring financially unstable or early-stage businesses[83]. Management and Governance - The management team and M. Klein and Company leverage extensive industry relationships to source potential acquisition targets[39]. - The company has established Archimedes Advisors LLC, consisting of Operating Partners with experience in various sectors to assist in sourcing and enhancing value in Business Combinations[30]. - Operating Partners will share in the appreciation of Founder Shares and Private Placement Units upon successful completion of a Business Combination, aligning their incentives with shareholders[31]. - The Management Team intends to devote necessary time to the company's affairs until the initial Business Combination is completed[59]. - Conflicts of interest may arise due to the Management Team's obligations to other entities regarding Business Combination opportunities[49]. - The company has a fiduciary duty to M. Klein and Company, which may lead to conflicts of interest in acquisition opportunities[130]. - The company may engage affiliates for additional services post-IPO, which could create potential conflicts of interest[134]. - The company has no family relationships among its directors or executive officers, ensuring independent governance[220]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[64]. - The company will remain an emerging growth company until the earlier of May 6, 2029, or achieving total annual gross revenue of at least $1.235 billion[66]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations[67]. - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act regulations[68]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[139]. - The company may remain a smaller reporting company as long as its market value held by non-affiliates is less than $250 million[146]. - The company may not be able to acquire target businesses that do not meet financial statement requirements, potentially limiting acquisition candidates[140]. - The company does not anticipate paying cash dividends prior to the completion of its initial Business Combination, with future dividends dependent on financial conditions[172]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance of their effectiveness[206]. Risks and Challenges - The company may face intense competition from other entities for acquisition opportunities, which could limit its ability to acquire larger target businesses[129]. - The company may face challenges in completing an initial Business Combination due to recent fluctuations in inflation and interest rates[150]. - Cybersecurity incidents could lead to information theft, operational disruption, and financial loss for the company[165]. - The company may need to liquidate investments in the Trust Account to avoid being deemed an investment company under the Investment Company Act[157]. - The company may not complete its initial Business Combination within the Combination Period, which could limit shareholder redemption rights[148]. - There is no guarantee that all vendors and service providers will execute agreements waiving claims to the Trust Account[122]. - The company may conduct redemptions either through a general meeting or a tender offer, based on various factors including timing and legal requirements[102]. - If the aggregate cash consideration for redemptions exceeds the available cash, the Business Combination will not be completed, and all submitted shares will be returned[101]. - If the initial Business Combination is not completed, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[115]. - The company’s securities may be subject to state securities regulation and additional compliance costs if delisted from Nasdaq[155]. - The share price of the post-Business Combination company may decline below the Redemption Price, affecting Public Shareholders[160]. Key Personnel - As of December 2023, Michael Klein serves as the Chief Executive Officer, President, and Chairman of the Board of Directors, with extensive experience in SPACs and investment banking[213]. - Jay Taragin has been the Chief Financial Officer since December 2023, previously serving in similar roles for multiple Churchill Capital entities[217]. - Stephen Murphy, a Director since the commencement of trading, has significant investment banking and entrepreneurial experience, particularly in sustainable technology[218]. - William Sherman joined the Board in July 2024, bringing operational and financial leadership experience from his tenure at Nat Sherman Inc.[219].

Financial Performance - The company generated net income of $3,562,356 for the three months ended September 30, 2024, primarily from $3,820,235 in interest income earned on the Trust Account, offset by $257,879 in general and administrative costs [84]. - For the nine months ended September 30, 2024, the company reported a net income of $5,500,991, which includes $6,081,124 of interest income from the Trust Account, offset by $580,133 in general and administrative costs [84]. Initial Public Offering - The company completed its Initial Public Offering on May 6, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit [86]. - Following the Initial Public Offering, a total of $287,500,000 was placed in the Trust Account, with transaction costs amounting to $14,560,986 [87]. Trust Account and Business Combination - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital [88]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024, and incurs a monthly fee of $30,000 to the Sponsor for administrative support [94][93]. - The SEC's new 2024 SPAC Rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial Business Combination [81]. - The company has sufficient funds for working capital needs until at least one year from the issuance of the financial statements, but cannot assure the success of its Business Combination plans [91]. - The company may need additional financing to complete its Business Combination or to address potential redemptions of public shares [92]. Management Changes - The company has appointed William Sherman as a director and member of the audit and compensation committees, effective July 30, 2024 [82].

Financial Performance - The Company had a net income of $1,962,727 for the three months ended June 30, 2024, primarily from $2,260,889 of interest income earned on the Trust Account, offset by $298,162 in general and administrative costs[84]. - For the six months ended June 30, 2024, the Company reported a net income of $1,938,635, which includes $2,260,889 of interest income from the Trust Account, offset by $322,254 in general and administrative costs[84]. Initial Public Offering - The Company completed its Initial Public Offering on May 6, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit[87]. - Following the Initial Public Offering, a total of $287,500,000 was placed in the Trust Account, with transaction costs amounting to $14,560,986[88]. Use of Funds - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital[89]. - The Company has sufficient funds for working capital needs until at least one year from the issuance of the financial statements[92]. - The Company may need additional financing to complete its Business Combination or if a significant number of public shares are redeemed[93]. Debt and Financial Obligations - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024, and incurs a monthly fee of $30,000 to the Sponsor for administrative support[95]. Regulatory Environment - The SEC's new 2024 SPAC Rules, effective July 1, 2024, may materially affect the Company's ability to negotiate and complete its initial Business Combination[81]. Business Operations - The Company has not engaged in any operations or generated revenues to date, with activities focused on preparing for the Initial Public Offering and identifying a target company for a Business Combination[83].

IPO and Financial Proceeds - On May 6, 2024, the company completed its Initial Public Offering (IPO) of 28,750,000 Units, generating gross proceeds of $287,500,000 at $10.00 per Unit[76]. - The company incurred transaction costs of $14,560,986 related to the IPO, including $5,750,000 in upfront discounts and $10,062,500 in deferred underwriting fees[77]. Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $24,092 due to general and administrative costs[74]. - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[73]. Business Combination Plans - The company intends to use substantially all funds in the Trust Account for its initial Business Combination, with remaining proceeds allocated for working capital[78]. - The company may need to raise additional capital to complete its Business Combination or to cover significant redemptions of public shares[82]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success[71]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[83]. - The company will incur monthly fees of $30,000 to the Sponsor for administrative support starting May 2, 2024[84]. Regulatory Environment - The SEC's new 2024 SPAC Rules may impact the company's ability to negotiate and complete its initial Business Combination[72].

As filed with the Securities and Exchange Commission on May 1, 2024. Registration No. 333-278192 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp IX (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 86-1885237 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification Number) 640 Fifth Avenue, 14th Floor New York, NY 10019 Telephone: (212) 380-7500 (Addres ...

Table of Contents As filed with the Securities and Exchange Commission on April 12, 2024. Registration No. 333-278192 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands 6770 86-1885237 (Primary Standard Industrial Classification Code Number) 640 Fifth Avenue, 14th Floor New York, NY 10019 Telephone: (212) 380-7500 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp IX (Exact Name of Registrant as Specified in its Char ...

Table of Contents As filed with the Securities and Exchange Commission on March 22, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp IX (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) Cayman Islands 6770 86-1885237 (Primary Standard Industrial Classification Code Number) 640 Fifth Avenue, 14th Floor Ne ...