PART I—FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Churchill Capital Corp IX's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and detailed notes on organization, accounting policies, and financial instruments [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets present the company's financial position as of June 30, 2025, and December 31, 2024, detailing changes in cash, marketable securities in the Trust Account, and shareholders' deficit | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--------------------------------------- | :------------ | :---------------- | | Cash | $426,052 | $2,412,564 | | Total current assets | $849,234 | $2,849,738 | | Marketable securities and cash held in Trust account | $302,301,272 | $296,122,647 | | Total Assets | $303,150,506 | $299,124,430 | | Total Liabilities | $10,607,067 | $10,137,500 | | Class A ordinary shares subject to possible redemption | $301,301,272 | $296,122,647 | | Total Shareholders' Deficit | $(8,757,833) | $(7,135,717) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations detail the company's financial performance for the three and six months ended June 30, 2025, and 2024, showing net income primarily from Trust Account interest income, offset by general and administrative expenses | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative expenses | $2,338,661 | $298,162 | $2,622,116 | $322,254 | | Interest income earned on Trust Account | $3,181,033 | $2,260,889 | $6,178,625 | $2,260,889 | | Net income | $842,372 | $1,962,727 | $3,556,509 | $1,938,635 | | Basic and diluted net income per Class A redeemable ordinary share | $0.02 | $0.08 | $0.10 | $0.13 | [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This statement outlines changes in shareholders' deficit for the three and six months ended June 30, 2025, and 2024, primarily reflecting accretion for Class A ordinary shares to redemption amount and net income/loss | Metric | January 1, 2025 (USD) | June 30, 2025 (USD) | | :--------------------------------------- | :-------------- | :------------ | | Total Shareholders' Deficit | $(7,135,717) | $(8,757,833) | | Accretion for Class A ordinary shares to redemption amount (6 months) | N/A | $(5,178,625) | | Net income (6 months) | N/A | $3,556,509 | | Metric | January 1, 2024 (USD) | June 30, 2024 (USD) | | :--------------------------------------- | :-------------- | :------------ | | Total Shareholders' (Deficit) Equity | $6,042 | $(6,627,198) | | Accretion for Class A ordinary shares to redemption amount (6 months) | N/A | $(17,172,932) | | Sale of Private Placement Units | N/A | $7,250,000 | | Fair value of Public Warrants at issuance | N/A | $1,437,500 | | Net income (6 months) | N/A | $1,962,727 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows present cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024, showing a net cash decrease in 2025 versus an increase in 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,986,512) | $(1,061,243) | | Net cash used in investing activities | $0 | $(287,500,000) | | Net cash provided by financing activities | $0 | $290,232,495 | | Net Change in Cash | $(1,986,512) | $1,671,252 | | Cash – End of period | $426,052 | $1,671,252 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering organization, significant accounting policies, IPO and private placement details, related party transactions, commitments, contingencies, and fair value measurements [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) Churchill Capital Corp IX, a Cayman Islands exempted company, incorporated on December 18, 2023, as a SPAC, completed its IPO in May 2024, raising $287.5 million for a Trust Account, and entered a Merger Agreement with PlusAI, aiming for a business combination by August 8, 2026 - The Company was incorporated on **December 18, 2023**, as a Cayman Islands exempted company, for the purpose of effecting a business combination[23](index=23&type=chunk) - The Company consummated its Initial Public Offering (IPO) on **May 6, 2024**, selling **28,750,000 units** at **$10.00 per unit**, generating gross proceeds of **$287,500,000**[26](index=26&type=chunk) - Simultaneously with the IPO, the Company sold **725,000 private placement units** to the Sponsor for **$7,250,000**[26](index=26&type=chunk) - A total of **$287,500,000** from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds[28](index=28&type=chunk) - On **June 5, 2025**, the Company entered into a Merger Agreement with Plus Automation, Inc. (PlusAI) to effect a business combination, with a deadline of **August 8, 2026**, to complete the initial Business Combination[29](index=29&type=chunk)[36](index=36&type=chunk) - As of **June 30, 2025**, the Company had **$426,052** in cash and a working capital surplus of **$304,667**, with sufficient funds for working capital for at least one year from the financial statement date[38](index=38&type=chunk)[42](index=42&type=chunk) - The mandatory liquidation if a Business Combination is not completed by **August 8, 2026**, raises substantial doubt about the Company's ability to continue as a going concern[44](index=44&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note details significant accounting policies, including GAAP basis for interim financial information, consolidation principles, emerging growth company status, and specific policies for cash, marketable securities, offering costs, financial instruments, fair value measurements, estimates, net income per ordinary share, and income taxes - The financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[45](index=45&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[48](index=48&type=chunk)[50](index=50&type=chunk) - Marketable securities and cash held in the Trust Account are classified as held-to-maturity and recorded at amortized cost; as of **June 30, 2025**, **$302,369,000** was invested in U.S. Treasury Securities[54](index=54&type=chunk) - Offering costs allocated to Public Shares were charged to temporary equity, while those for Private Placement Units and Public Warrants were charged to shareholders' (deficit) equity[56](index=56&type=chunk) - The Company has two classes of shares (Class A and Class B ordinary shares) and calculates net income per ordinary share by dividing net income by weighted average ordinary shares outstanding; Warrants are anti-dilutive for the periods presented[64](index=64&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision**[69](index=69&type=chunk) - Class A ordinary shares subject to possible redemption are classified outside of permanent equity at redemption value, with changes in value recognized immediately[71](index=71&type=chunk) [Note 3 — Initial Public Offering](index=15&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) The Initial Public Offering involved selling **28,750,000 Units** at **$10.00 per Unit**, including the over-allotment option, with each Unit comprising one Class A ordinary share and one-quarter of one Public Warrant - The Company sold **28,750,000 Units** in its IPO, including the full exercise of the over-allotment option, at **$10.00 per Unit**[75](index=75&type=chunk) - Each Unit comprises 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**[75](index=75&type=chunk) [Note 4 — Private Placement](index=15&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Concurrently with the IPO, the Sponsor purchased **725,000 Private Placement Units** at **$10.00 per unit**, consisting of Class A ordinary shares and non-redeemable Private Warrants that expire only upon liquidation - The Sponsor purchased **725,000 Private Placement Units** at **$10.00 per unit** simultaneously with the IPO[76](index=76&type=chunk) - Each Private Placement Unit includes one Class A Ordinary Share and one-quarter of one Private Warrant, exercisable at **$11.50 per share**[76](index=76&type=chunk) - Private Warrants are non-redeemable and will not expire except upon liquidation[76](index=76&type=chunk) [Note 5 — Related Party Transactions](index=16&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details related party transactions, including Founder Shares issuance to the Sponsor, registration rights, an administrative support agreement, director compensation agreements, and related party loans, including potential Working Capital Loans - The Company issued **7,187,500 Class B ordinary shares** (Founder Shares) to the Sponsor for **$25,000**, which convert to Public Shares upon business combination and are subject to transfer restrictions[78](index=78&type=chunk)[80](index=80&type=chunk) - Holders of Founder Shares, Private Placement Units, and Working Capital Loan units are entitled to registration rights[81](index=81&type=chunk) - The Company reimburses the Sponsor **$30,000 per month** for office space, utilities, and administrative support; for the three and six months ended **June 30, 2025**, **$90,000** and **$180,000** were incurred and paid, respectively[82](index=82&type=chunk) - Director agreements were entered into on **July 30, 2025**, to pay each independent director **$75,000 per annum**, with **$52,500** incurred for the three and six months ended **June 30, 2025**[83](index=83&type=chunk) - The Sponsor previously loaned the Company up to **$600,000**, which was repaid by **May 8, 2024**; as of **June 30, 2025**, there was no outstanding balance[84](index=84&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into units of the post-business combination entity, up to **$1,500,000**; no borrowings were outstanding as of **June 30, 2025**[85](index=85&type=chunk)[86](index=86&type=chunk) [Note 6 — Commitments and Contingencies](index=18&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including deferred underwriting fees, an advisory agreement with Citigroup Global Markets Inc. for the PlusAI merger, and contingent legal and due diligence fees - A deferred underwriting fee of **$10,062,500** is payable to underwriters upon completion of the initial Business Combination[89](index=89&type=chunk) - An advisory agreement with Citigroup Global Markets Inc. entitles the advisor to a **$7,000,000 cash fee** (plus potential additional **$3,000,000**) upon closing of the PlusAI Business Combination; if paid, the advisor waives its deferred underwriting fee[90](index=90&type=chunk) - Legal fees of **$2,450,000** and due diligence fees of **$1,050,000** (of which **$900,000** paid) have been incurred, contingent upon the completion of a Business Combination[91](index=91&type=chunk)[92](index=92&type=chunk) - The Company entered into a Merger Agreement with PlusAI on **June 5, 2025**, to effect a business combination through a two-step merger[93](index=93&type=chunk) [Note 7 — Shareholders' Deficit](index=18&type=section&id=Note%207%20%E2%80%94%20Shareholders'%20Deficit) This note details shareholders' deficit components, including authorized and outstanding preference shares, Class A and Class B ordinary shares, and warrants, specifying warrant terms, exercise price, exercisability, and redemption provisions - The Company is authorized to issue **5,000,000 preference shares**, but none were issued or outstanding as of **June 30, 2025**, and **December 31, 2024**[94](index=94&type=chunk) - As of **June 30, 2025**, there are **725,000 Class A ordinary shares** issued and outstanding (excluding **28,750,000** subject to redemption) and **7,187,500 Class B ordinary shares** (Founder Shares) issued and outstanding[95](index=95&type=chunk)[96](index=96&type=chunk) - There are **7,368,750 Warrants** outstanding (**7,187,500 Public Warrants** and **181,250 Private Warrants**), each entitling the holder to purchase one Class A ordinary share at **$11.50**[97](index=97&type=chunk) - Public Warrants become exercisable **30 days** after the initial Business Combination and expire **five years** after, or earlier upon redemption or liquidation; Private Warrants are non-redeemable and do not expire except upon liquidation[97](index=97&type=chunk)[101](index=101&type=chunk) [Note 8 — Fair Value Measurements](index=20&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note describes the fair value hierarchy (Level 1, 2, or 3) for financial assets and liabilities based on input observability, detailing the valuation of Trust Account assets and Public Warrants - The Company uses a three-tier fair value hierarchy (Level 1, 2, 3) based on the observability of inputs[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - As of **June 30, 2025**, assets in the Trust Account comprised **$816** in cash and **$302,369,000** in U.S. Treasury Bills, classified as Level 1[106](index=106&type=chunk)[108](index=108&type=chunk) - Public Warrants were valued using a Lattice methodology and classified as a Level 3 measurement, with a fair value of **$0.20 per Public Warrant** determined on **May 6, 2024**[108](index=108&type=chunk) [Note 9 — Segment Reporting](index=21&type=section&id=Note%209%20%E2%80%94%20Segment%20Reporting) The Company operates as a single reportable segment, with the CFO as CODM, who reviews assets, operating results, and financial metrics like net income/loss, total assets, Trust Account interest income, and general and administrative costs to allocate resources and assess performance - The Company has only one reportable segment, as determined by the Chief Financial Officer (CODM)[112](index=112&type=chunk) - The CODM assesses performance and allocates resources based on net income or loss, total assets, interest earned on the Trust Account, and general and administrative costs[113](index=113&type=chunk)[114](index=114&type=chunk) [Note 10 — Subsequent Events](index=21&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) Subsequent events after June 30, 2025, include a **$1,000,000** Trust Account withdrawal for working capital on July 1, 2025, and formalization of director agreements on July 30, 2025, for **$75,000** annual compensation per director - On **July 1, 2025**, the Company withdrew **$1,000,000** from the Trust Account for working capital purposes[116](index=116&type=chunk) - On **July 30, 2025**, director agreements were entered into, agreeing to pay each independent director **$75,000 per annum**[117](index=117&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, covering its SPAC nature, recent developments, PlusAI Business Combination details, financial results analysis, operational factors, liquidity, capital resources, going concern, and accounting policies [Overview](index=22&type=section&id=Overview) Churchill Capital Corp IX is a blank check company (SPAC) formed to complete a business combination using IPO proceeds, anticipating significant acquisition costs and facing a deadline to avoid delisting - The Company is a blank check company incorporated on **December 18, 2023**, for the purpose of effecting a Business Combination[120](index=120&type=chunk) - The Company expects to incur significant costs in pursuit of its acquisition plans and must complete an initial Business Combination within **36 months** to maintain its Nasdaq listing[121](index=121&type=chunk)[122](index=122&type=chunk) [Recent Developments](index=22&type=section&id=Recent%20Developments) Recent developments include a **$1,000,000** Trust Account withdrawal for working capital on July 1, 2025, and **$75,000** annual cash compensation for each independent director, effective April 1, 2025 - On **July 1, 2025**, the Company withdrew **$1,000,000** from the Trust Account for working capital purposes[123](index=123&type=chunk) - On **July 30, 2025**, director agreements were entered into, providing **$75,000 annual cash compensation** to each independent director, effective **April 1, 2025**[123](index=123&type=chunk) [PlusAI Business Combination](index=22&type=section&id=PlusAI%20Business%20Combination) On June 5, 2025, the Company entered a Merger Agreement with PlusAI for a two-step business combination, with PlusAI stockholders signing Voting and Support Agreements, and the Sponsor Agreement amended for voting, non-redemption, Founder Share vesting, and anti-dilution waiver - On **June 5, 2025**, the Company entered into a Merger Agreement with Plus Automation, Inc. (PlusAI) to effect a business combination through a two-step merger[124](index=124&type=chunk) - Certain PlusAI stockholders signed Voting and Support Agreements, committing to approve the merger and vote against alternative transactions[125](index=125&type=chunk) - The Sponsor Agreement was amended to include voting and non-redemption covenants, vesting/forfeiture provisions for Founder Shares, and waiver of anti-dilution rights[126](index=126&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The Company has not generated operating revenues since inception, focusing on formation, IPO, and business combination pursuit, with net income primarily from Trust Account interest, offset by general and administrative expenses - The Company has not generated operating revenues to date, with activities focused on its formation, IPO, and identifying a target for a Business Combination[128](index=128&type=chunk) | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $842,372 | $1,962,727 | $3,556,509 | $1,938,635 | | Interest income earned on Trust Account | $3,181,033 | $2,260,889 | $6,178,625 | $2,260,889 | | General and administrative costs | $2,338,661 | $298,162 | $2,622,116 | $322,254 | [Factors That May Adversely Affect our Results of Operations](index=23&type=section&id=Factors%20That%20May%20Adversely%20Affect%20our%20Results%20of%20Operations) The Company's results and business combination completion are subject to external factors like economic uncertainty, financial market downturns, inflation, interest rate fluctuations, supply chain disruptions, and geopolitical instability - External factors such as economic uncertainty, financial market downturns, inflation, interest rate fluctuations, supply chain disruptions, and geopolitical instability may adversely affect the Company's operations and ability to complete a Business Combination[131](index=131&type=chunk) [Liquidity, Capital Resources and Going Concern](index=24&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) The Company's liquidity primarily derives from IPO and private placement proceeds in the Trust Account, with other funds for operations and due diligence; despite sufficient working capital for one year, mandatory liquidation by August 8, 2026, if no business combination occurs, raises substantial doubt about its going concern - Liquidity is primarily from the **$287,500,000** IPO proceeds and **$7,250,000** private placement proceeds, with **$287,500,000** placed in the Trust Account[134](index=134&type=chunk)[135](index=135&type=chunk) - Funds in the Trust Account are intended for the initial Business Combination, while funds outside are for identifying targets, due diligence, and administrative expenses[136](index=136&type=chunk)[137](index=137&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, up to **$1,500,000**, convertible into units; the Company can also make permitted withdrawals of interest from the Trust Account, up to **$1,000,000 annually**[138](index=138&type=chunk) - As of **June 30, 2025**, the Company has sufficient funds for working capital for at least one year; however, the mandatory liquidation if a Business Combination is not completed by **August 8, 2026**, raises substantial doubt about its going concern ability[140](index=140&type=chunk)[142](index=142&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) As of June 30, 2025, the Company has no off-balance sheet arrangements, nor has it engaged in transactions with unconsolidated or special purpose entities - As of **June 30, 2025**, the Company has no off-balance sheet arrangements, including unconsolidated entities, financial partnerships, or guaranteed debts/commitments[143](index=143&type=chunk)[144](index=144&type=chunk) [Contractual obligations](index=26&type=section&id=Contractual%20obligations) The Company's contractual obligations include monthly administrative support fees to the Sponsor, annual cash compensation to independent directors, a deferred underwriting commission upon business combination, and contingent advisory fees for the PlusAI merger - The Company has an agreement to pay **$30,000 per month** to the Sponsor for administrative support until the earlier of business combination or liquidation[145](index=145&type=chunk) - Director agreements, effective **April 1, 2025**, commit the Company to pay each independent director **$75,000 per annum**[146](index=146&type=chunk) - A deferred underwriting commission of **$10,062,500** is payable upon completion of the initial Business Combination[147](index=147&type=chunk) - An Advisory Agreement with Citigroup Global Markets Inc. entails a contingent cash fee of **$7,000,000** (plus potential **$3,000,000**) upon closing of the PlusAI Business Combination, in which case the underwriter waives its deferred underwriting fee[148](index=148&type=chunk) [Critical Accounting Estimates and Policies](index=26&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) As of June 30, 2025, and December 31, 2024, the Company had no critical accounting estimates to disclose, indicating no significant uncertainty in management's judgments or assumptions materially impacting financial results - As of **June 30, 2025**, and **December 31, 2024**, the Company did not have any critical accounting estimates to disclose[150](index=150&type=chunk) [Recent Accounting Standards](index=26&type=section&id=Recent%20Accounting%20Standards) The Company adopted ASU 2023-07, 'Segment Reporting,' effective December 31, 2024, requiring enhanced segment disclosures, and management anticipates no material effect from other recently issued, but not yet effective, accounting pronouncements - The Company adopted ASU 2023-07, 'Segment Reporting,' effective **December 31, 2024**, requiring disclosures of significant segment expenses and CODM information[151](index=151&type=chunk) - Management does not believe other recently issued, but not yet effective, accounting pronouncements will materially affect the Company's financial statements[152](index=152&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Churchill Capital Corp IX is not required to provide quantitative and qualitative disclosures regarding market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures regarding market risk[153](index=153&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures, concluding their effectiveness as of June 30, 2025, and reports no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=26&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The Company's management, including Certifying Officers, evaluated and concluded the effectiveness of disclosure controls and procedures as of June 30, 2025, acknowledging that controls provide reasonable, not absolute, assurance - The Company's disclosure controls and procedures were evaluated and deemed effective as of **June 30, 2025**[156](index=156&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met, acknowledging inherent limitations and resource constraints[157](index=157&type=chunk) [Changes in Internal Control over Financial Reporting](index=28&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in the Company's internal control over financial reporting occurred during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended **June 30, 2025**[158](index=158&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) To management's knowledge, no material litigation is currently pending or contemplated against Churchill Capital Corp IX, its subsidiaries, or its officers and directors - No material litigation is currently pending or contemplated against the Company, its subsidiaries, or its officers/directors[161](index=161&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section updates previously disclosed risk factors, emphasizing new risks related to potential non-completion of the Initial Business Combination, Merger Agreement restrictions impacting other opportunities, and the dilutive effect and market price pressure from future Class A common stock sales - The Initial Business Combination may not be completed on the terms or timeline contemplated, or at all, leading to significant expenses and potential negative market reactions[162](index=162&type=chunk)[163](index=163&type=chunk)[168](index=168&type=chunk) - Restrictions in the Merger Agreement may impede the Company's ability to pursue other business combinations or acquisitions, potentially putting it at a disadvantage[164](index=164&type=chunk) - The issuance of Class A common stock upon closing of the Initial Business Combination will dilute existing ownership, and substantial future sales by existing stockholders could depress the market price[165](index=165&type=chunk)[166](index=166&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered equity security sales during the quarter and no material change in the planned use of proceeds from the Initial Public Offering and Private Placement [Unregistered Sales of Equity Securities](index=30&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) No unregistered securities were sold during the quarterly period ended June 30, 2025 - No unregistered sales of equity securities occurred during the quarterly period[169](index=169&type=chunk) [Use of Proceeds](index=30&type=section&id=Use%20of%20Proceeds) No registered securities offerings occurred, and no material change in the planned use of proceeds from the Initial Public Offering and Private Placement as described in the IPO Registration Statement - No offerings of registered securities occurred, and there has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[170](index=170&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities during the period - There were no defaults upon senior securities[171](index=171&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[172](index=172&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) This section provides other information, including a statement on trading arrangements and confirmation of no additional information to report [Trading Arrangements](index=30&type=section&id=Trading%20Arrangements) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by the Company's directors or officers during the quarter ended June 30, 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter[173](index=173&type=chunk) [Additional Information](index=30&type=section&id=Additional%20Information) No additional information is reported under this item - No additional information is reported[174](index=174&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of, or incorporated by reference into, this Quarterly Report, including the Merger Agreement, Voting and Support Agreement, Amended and Restated Sponsor Agreement, Director Agreement, and various certifications and XBRL documents - Key exhibits include the Merger Agreement (2.1), Form of Voting and Support Agreement (10.1), Amended and Restated Sponsor Agreement (10.2), Form of Director Agreement (10.3), and various certifications (31.1, 31.2, 32.1, 32.2) and XBRL documents[176](index=176&type=chunk) [Signatures](index=32&type=section&id=Signatures) The report is signed by Michael Klein (CEO, President, and Chairman) and Jay Taragin (CFO) on behalf of Churchill Capital Corp IX on August 13, 2025 - The report is signed by Michael Klein (CEO, President, and Chairman) and Jay Taragin (CFO) on **August 13, 2025**[181](index=181&type=chunk)

```markdown [PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed interim financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets%20at%20June%2030%2C%202025%20and%20December%2031%2C%202024) This table provides a snapshot of the company's assets, liabilities, and stockholders' deficit at specific interim periods | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | Cash and cash equivalents | $86,061 | $144,761 | | Accounts receivable, net | $107,746 | $80,142 | | Inventories, net | $114,466 | $94,491 | | Total current assets | $342,595 | $337,998 | | Total assets | $347,085 | $343,821 | | **Liabilities and Stockholders' Deficit** | | Accounts payable | $74,704 | $51,650 | | Convertible notes, net of issuance costs (current) | $54,766 | $54,575 | | Royalty sale liability (current) | $66,312 | $47,586 | | Deferred revenue from collaborations | $22,313 | $8,518 | | Total current liabilities | $298,796 | $246,233 | | Convertible notes, net of issuance costs (non-current) | $96,998 | $96,745 | | Royalty sale liability (non-current) | $229,600 | $246,024 | | Long-term debt | $146,452 | $140,971 | | Total liabilities | $780,594 | $732,543 | | Total stockholders' deficit | $(433,509) | $(388,722) | [Condensed Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20(Loss)%20Income%20for%20the%20three%20and%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table details the company's revenues, operating expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | (in thousands, except share and per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues:** | | Product sales, net | **$40,274** | **$28,302** | **$75,187** | **$53,058** | | Collaboration revenue | **$42,111** | **$45,532** | **$72,193** | **$158,511** | | Total Revenues | **$82,385** | **$73,834** | **$147,380** | **$211,569** | | **Operating expenses:** | | Cost of goods sold | **$28,543** | **$15,609** | **$60,081** | **$25,684** | | Research and development | **$7,238** | **$11,461** | **$19,795** | **$24,864** | | Selling, general and administrative | **$39,509** | **$44,185** | **$82,505** | **$86,173** | | Total operating expenses | **$75,290** | **$71,255** | **$162,381** | **$136,721** | | Income (loss) from operations | **$7,095** | **$2,579** | **$(15,001)** | **$74,848** | | Interest expense | **$(20,486)** | **$(13,723)** | **$(39,917)** | **$(27,747)** | | Loss on extinguishment of debt | — | **$(53,235)** | — | **$(53,235)** | | Other income, net | **$666** | **$2,454** | **$1,738** | **$5,231** | | Net loss | **$(12,725)** | **$(61,925)** | **$(53,180)** | **$(903)** | | Net loss per common share - basic and diluted | **$(0.06)** | **$(0.33)** | **$(0.27)** | **$(0.01)** | | Weighted-average shares outstanding - basic and diluted | **197,546,239** | **188,793,816** | **196,841,011** | **179,026,191** | | Comprehensive loss | **$(12,725)** | **$(61,925)** | **$(53,180)** | **$(903)** | [Condensed Statements of Stockholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Deficit%20for%20the%20three%20and%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table outlines changes in the company's stockholders' deficit, including common stock, additional paid-in capital, and accumulated deficit | (in thousands, except share data) | Common Stock Shares (June 30, 2025) | Common Stock Amount (June 30, 2025) | Additional Paid-In Capital (June 30, 2025) | Accumulated Deficit (June 30, 2025) | Total Stockholders' Deficit (June 30, 2025) | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at December 31, 2024 | **195,852,463** | **$196** | **$1,267,109** | **$(1,601,029)** | **$(388,722)** | | Vesting of restricted stock units | **1,291,169** | **$1** | — | — | **$1** | | Vesting of ESPP shares | **346,129** | — | **$500** | — | **$500** | | Stock-based compensation | — | — | **$5,134** | — | **$5,134** | | Issuance of common stock from ATM program, net | **2,665,505** | **$3** | **$2,755** | — | **$2,758** | | Net loss | — | — | — | **$(53,180)** | **$(53,180)** | | Balance at June 30, 2025 | **200,155,266** | **$200** | **$1,275,498** | **$(1,654,209)** | **$(433,509)** | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20six%20month%20periods%20ended%20June%2030%2C%202025%20and%202024) This table summarizes the cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | **$(54,050)** | **$46,623** | | Net cash (used in) investing activities | — | **$(150)** | | Net cash (used in) provided by financing activities | **$(4,650)** | **$60,583** | | Net (decrease) increase in cash and cash equivalents | **$(58,700)** | **$107,056** | | Cash and cash equivalents at beginning of period | **$144,761** | **$82,248** | | Cash and cash equivalents at end of period | **$86,061** | **$189,304** | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed interim financial statements [1. The Company and Basis of Presentation](index=7&type=section&id=1.%20The%20Company%20and%20Basis%20of%20Presentation) This note describes the company's business, its focus on biopharmaceutical products, and the basis for financial statement preparation - Esperion Therapeutics, Inc. is a commercial stage biopharmaceutical company focused on developing and commercializing oral, once-daily, non-statin medicines (NEXLETOL®, NEXLIZET®, NILEMDO®, NUSTENDI®) for patients at risk for cardiovascular disease (CVD) and elevated low-density lipoprotein cholesterol (LDL-C)[19](index=19&type=chunk)[20](index=20&type=chunk) - The company's products received expanded indications from the FDA in March **2024** and the European Commission (EC) in May **2024** for cardiovascular risk reduction and expanded LDL-C lowering[20](index=20&type=chunk) - Esperion has sustained annual operating losses since inception and expects these to continue, necessitating potential future funding through collaborations, debt, or equity offerings[22](index=22&type=chunk)[23](index=23&type=chunk) [2. Summary of Significant Accounting Policies](index=8&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles, judgments, and estimates applied in preparing the financial statements - The company operates and manages its business as a single operating segment focused on researching, developing, and commercializing therapies for elevated LDL-C[26](index=26&type=chunk) - A significant concentration of credit risk exists, with three customers accounting for approximately **99%** of trade receivables and **98%** of gross sales for the six months ended June **30**, **2025** and **2024**[29](index=29&type=chunk) - Revenue is primarily derived from collaboration agreements (royalties, bulk tablet sales) and net product sales of NEXLETOL and NEXLIZET in the U.S[30](index=30&type=chunk) Product Sales, Net | Period | Product Sales, Net (in thousands) | | :--- | :--- | | Three Months Ended June 30, 2025 | **$40,274** | | Six Months Ended June 30, 2025 | **$75,187** | - The company is evaluating the impacts of recently issued accounting pronouncements: ASU **2023-09** (Income Taxes, effective Dec **2025**) and ASU **2024-03** (Disaggregation of Income Statement Expenses, effective Dec **2026**)[50](index=50&type=chunk)[51](index=51&type=chunk) [3. Collaborations with Third Parties](index=11&type=section&id=3.%20Collaborations%20with%20Third%20Parties) This note details the company's agreements with external partners for product development, commercialization, and revenue sharing - Under the DSE Agreement, Esperion received **$125.0 million** in **2024** (**$100.0 million** upfront and a **$25.0 million** milestone payment) to resolve a commercial dispute and for EMA approval of updated labels for NILEMDO and NUSTENDI[56](index=56&type=chunk)[58](index=58&type=chunk) Collaboration Revenue from DSE | Period | Collaboration Revenue (in thousands) | | :--- | :--- | | Three Months Ended June 30, 2025 | ~**$41,000** | | Six Months Ended June 30, 2025 | ~**$70,400** | - Otsuka (Japan) filed a New Drug Application (NDA) for bempedoic acid in November **2024**, with expected approval and National Health Insurance (NHI) pricing in the second half of **2025**. Esperion is eligible for up to **$450.0 million** in milestones and tiered **15-30%** royalties[20](index=20&type=chunk)[61](index=61&type=chunk) Collaboration Revenue from DS | Period | Collaboration Revenue (in thousands) | | :--- | :--- | | Three Months Ended June 30, 2025 | **$100** | | Six Months Ended June 30, 2025 | **$500** | - New license and distribution agreements were signed with CSL Seqirus for Australia/New Zealand (Feb **2025**) and HLS Therapeutics Inc. for Canada (May **2025**), including upfront/near-term milestone payments and royalties[69](index=69&type=chunk)[70](index=70&type=chunk) [4. Inventories, net](index=13&type=section&id=4.%20Inventories%2C%20net) This note provides a breakdown of the company's inventory components and related valuation adjustments Inventories, Net | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | **$107,182** | **$84,584** | | Work in process | **$3,785** | **$3,711** | | Finished goods | **$3,499** | **$6,196** | | Total Inventories, net | **$114,466** | **$94,491** | | Inventory reserves | **$4,500** | **$300** | [5. Commitments and Contingencies (ANDA Litigation)](index=14&type=section&id=5.%20Commitments%20and%20Contingencies) This note describes the company's legal obligations and potential liabilities, particularly regarding ANDA litigation - The company is involved in ANDA litigation against nine pharmaceutical companies seeking approval for generic versions of NEXLETOL and/or NEXLIZET[72](index=72&type=chunk)[74](index=74&type=chunk) - Settlement agreements were reached with Micro Labs, Hetero USA, and Accord Healthcare Inc., preventing them from marketing generic NEXLETOL in the U.S. prior to April **19**, **2040**[75](index=75&type=chunk) - The patent litigation against the remaining defendants is ongoing, with a trial anticipated to begin no earlier than January **2027**[76](index=76&type=chunk) [6. Cash Equivalents](index=14&type=section&id=6.%20Cash%20Equivalents) This note details the composition of the company's cash equivalents and related interest income Cash Equivalents | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Money market funds | **$66,840** | **$106,894** | | Certificates of deposit | **$404** | **$403** | | Total | **$67,244** | **$107,297** | Interest Income on Cash Equivalents | Period | Interest Income (in thousands) | | :--- | :--- | | Three Months Ended June 30, 2025 | **$600** | | Three Months Ended June 30, 2024 | **$2,400** | | Six Months Ended June 30, 2025 | **$1,700** | | Six Months Ended June 30, 2024 | **$4,800** | [7. Fair Value Measurements](index=15&type=section&id=7.%20Fair%20Value%20Measurements) This note explains how the company measures certain financial assets and liabilities at fair value Financial Assets Measured at Fair Value (Level 1) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Money market funds | **$66,840** | **$106,894** | | Certificates of deposit | **$404** | **$403** | | Total assets at fair value | **$67,244** | **$107,297** | - All financial assets measured at fair value are classified as Level **1**, indicating they are based on quoted prices for identical assets in active markets[81](index=81&type=chunk) [8. Liability Related to the Revenue Interest Purchase Agreement](index=16&type=section&id=8.%20Liability%20Related%20to%20the%20Revenue%20Interest%20Purchase%20Agreement) This note discusses the company's obligations arising from the Revenue Interest Purchase Agreement and its subsequent termination - The Revenue Interest Purchase Agreement (RIPA) with Oberland was repurchased and terminated on June **27**, **2024**, for a cash payment of **$343.8 million**[88](index=88&type=chunk) - A loss on debt extinguishment of **$53.2 million** was recorded for the three and six months ended June **30**, **2024**, due to the RIPA repurchase[89](index=89&type=chunk) Interest Expense Related to RIPA | Period | Interest Expense (in thousands) | | :--- | :--- | | Three Months Ended June 30, 2025 | — | | Three Months Ended June 30, 2024 | ~**$10,600** | | Six Months Ended June 30, 2025 | — | | Six Months Ended June 30, 2024 | ~**$21,600** | [9. Sale of Future Royalties](index=17&type=section&id=9.%20Sale%20of%20Future%20Royalties) This note describes the transaction involving the sale of future royalty streams and the associated liability - On June **27**, **2024**, Esperion sold a portion of future royalties from DSE net sales to OCM IP Healthcare Portfolio LP (OMERS) for **$304.7 million**, treated as a debt instrument[92](index=92&type=chunk)[94](index=94&type=chunk) - OMERS will receive **100%** of the Royalty Interests until an aggregate amount of **1.7x** the purchase price (**$517.9 million**) is received, after which royalties revert to Esperion[93](index=93&type=chunk) Royalty Sale Liability and Interest Expense | Metric | June 30, 2025 (in thousands) | | :--- | :--- | | Royalty sale liability, net | **$295,912** | | Interest expense (3 months ended June 30, 2025) | **$13,300** | | Interest expense (6 months ended June 30, 2025) | **$26,400** | | Effective annual imputed interest rate | **1.5%** | | Royalties recognized and settled to Purchaser (6 months ended June 30, 2025) | **$(24,061)** | [10. Debt](index=18&type=section&id=10.%20Debt) This note provides details on the company's various debt instruments, including term loans and convertible notes - On December **13**, **2024**, the company entered into a Credit Agreement for a **$150.0 million** term loan, bearing interest at **9.75%** (cash) or **11.75%** (paid-in-kind) annually, maturing December **13**, **2029**[99](index=99&type=chunk)[100](index=100&type=chunk) Debt Balances and Interest Expense | Debt Type | Principal Amount (June 30, 2025, in thousands) | Net Carrying Amount (June 30, 2025, in thousands) | Interest Expense (3 months ended June 30, 2025, in thousands) | Interest Expense (6 months ended June 30, 2025, in thousands) | | :--- | :--- | :--- | :--- | :--- | | Term Loan | **$150,000** (approx.) | **$146,452** | **$5,000** | **$9,100** | | 2025 Notes | **$54,900** | **$54,766** | **$700** | **$1,300** | | 2030 Notes | **$100,000** | **$96,998** | **$1,500** | **$3,100** | - The company issued **$100.0 million** aggregate principal amount of **5.75%** Convertible Senior Subordinated Notes due June **2030** on December **17**, **2024**, with an initial conversion price of approximately **$3.06** per share[116](index=116&type=chunk)[117](index=117&type=chunk) Estimated Future Principal Payments | Years Ending December 31, | (in thousands) | | :--- | :--- | | 2025 | **$54,912** | | 2026 | — | | 2027 | — | | 2028 | **$19,301** | | 2029 | **$135,105** | | 2030 | **$100,000** | | Total | **$309,318** | [11. Other Accrued Liabilities](index=22&type=section&id=11.%20Other%20Accrued%20Liabilities) This note itemizes various accrued expenses and short-term obligations of the company Other Accrued Liabilities | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accrued legal fees | **$3,753** | **$698** | | Accrued compensation | **$8,370** | **$12,739** | | Accrued professional fees | **$2,202** | **$3,557** | | Accrued interest on convertible notes | **$530** | **$1,229** | | Accrued other | **$600** | **$1,370** | | Total other accrued liabilities | **$15,455** | **$19,593** | [12. Stock Compensation](index=22&type=section&id=12.%20Stock%20Compensation) This note explains the company's stock-based compensation plans and the associated expense recognition - The **2022** Stock Option and Incentive Plan's reserved shares increased to **23,150,000** in May **2025**[131](index=131&type=chunk) Stock-Based Compensation Expense | (in thousands) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Research and development | **$412** | **$781** | | Selling, general and administrative | **$2,257** | **$4,353** | | Total stock compensation expense | **$2,669** | **$5,134** | Outstanding Stock Options and RSUs | Metric | June 30, 2025 | | :--- | :--- | | Stock Options Outstanding | **6,864,243** | | RSUs Outstanding and Unvested | **8,034,122** | | Unrecognized stock-based compensation expense (unvested options) | **$4,900** (over **2.6** years) | | Unrecognized stock-based compensation expense (unvested RSUs) | **$15,000** (over **2.9** years) | [13. Income Taxes](index=25&type=section&id=13.%20Income%20Taxes) This note discusses the company's income tax position, including deferred tax assets and valuation allowances - No provision for income taxes was recorded for the three and six months ended June **30**, **2025** and **2024**, due to sustained annual operating losses since inception[142](index=142&type=chunk) - A full valuation allowance has been applied against net deferred tax assets, as it is not more likely than not that the company will realize their benefit[142](index=142&type=chunk) - The company is evaluating the implications of the One Big Beautiful Bill Act (OBBBA), signed July **4**, **2025**, which includes changes to corporate taxation such as R&D expense capitalization and interest expense limitations[143](index=143&type=chunk) [14. Segment Reporting](index=25&type=section&id=14.%20Segment%20Reporting) This note clarifies the company's operating segments and the breakdown of its revenue streams - The company operates as a single reportable segment, focusing on researching, developing, and commercializing therapies for elevated LDL-C[144](index=144&type=chunk) Segment Revenue Breakdown | Revenue Type | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :--- | :--- | :--- | | Net product sales | **$40,300** | **$75,200** | | Collaboration revenue | **$42,100** | **$72,200** | - Collaboration revenue for the periods ended June **30**, **2025**, was primarily derived from the company's European partner, DSE[144](index=144&type=chunk) [15. Stockholders' Deficit](index=26&type=section&id=15.%20Stockholders'%20Deficit) This note provides further details on changes in the company's equity, including stock issuances and warrants - The January **2024** public offering generated approximately **$90.7 million** in net proceeds from the sale of **65,205,000** shares of Common Stock[146](index=146&type=chunk) - Under the **2023** ATM Program, **2,665,505** shares of Common Stock were issued during the six months ended June **30**, **2025**, yielding approximately **$2.8 million** in net proceeds[147](index=147&type=chunk) Warrants Outstanding | Warrant Type | June 30, 2025 | December 31, 2024 | Weighted-Average Exercise Price | | :--- | :--- | :--- | :--- | | From Warrant Amendment Agreements | **6,071,429** | **6,071,429** | **$1.55** | | From 2023 Purchase Agreement | **20,000,000** | **20,000,000** | **$1.55** | | Total warrants outstanding | **26,071,429** | **26,071,429** | | [16. Net Loss Per Common Share](index=27&type=section&id=16.%20Net%20Loss%20Per%20Common%20Share) This note presents the calculation of basic and diluted net loss per common share Net Loss Per Common Share | Period | Net Loss Per Common Share - Basic and Diluted | | :--- | :--- | | Three Months Ended June 30, 2025 | **$(0.06)** | | Six Months Ended June 30, 2025 | **$(0.27)** | - A total of **76,180,919** potential dilutive shares were excluded from the calculation of diluted net loss per share for the six months ended June **30**, **2025**, due to their anti-dilutive effect[155](index=155&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial condition, operating results, liquidity, and capital resources for the interim periods [Forward-Looking Statements](index=29&type=section&id=Forward-Looking%20Statements) This section cautions that statements made are forward-looking and subject to risks and uncertainties that could cause actual results to differ - This section contains forward-looking statements based on management's beliefs and assumptions, which involve known and unknown risks and uncertainties that could cause actual results to differ materially[157](index=157&type=chunk)[158](index=158&type=chunk) [Overview](index=29&type=section&id=Overview) This section provides a high-level summary of the company's business, product portfolio, recent developments, and financial outlook - Esperion is a commercial stage biopharmaceutical company focused on FDA-approved oral, once-daily, non-statin medicines (NEXLETOL®, NEXLIZET®) for cardiovascular disease and elevated LDL-C[160](index=160&type=chunk)[161](index=161&type=chunk) - The company received expanded indications for its products from the FDA in March **2024** and the EC in May **2024**, and its Japanese collaborator, Otsuka, filed an NDA in November **2024** with expected approval in H**2** **2025**[161](index=161&type=chunk)[162](index=162&type=chunk) - Esperion has incurred net losses since inception and expects continued operating losses, requiring additional financing to support ongoing commercialization and research and development activities[163](index=163&type=chunk)[164](index=164&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section discusses accounting policies requiring management's most difficult, subjective, or complex judgments and estimates - The preparation of financial statements requires management to make estimates and judgments, particularly concerning net product sales and royalty purchase agreements, with actual results potentially differing from these estimates[182](index=182&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, comparing revenues and expenses over different periods [Comparison of the Three Months Ended June 30, 2025 and 2024](index=33&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the company's financial results for the second quarter of 2025 against the same period in 2024 Financial Performance (Three Months Ended June 30) | (in thousands) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Product sales, net | **$40,274** | **$28,302** | **$11,972** (↑**42.3%**) | | Collaboration revenue | **$42,111** | **$45,532** | **$(3,421)** (↓**7.5%**) | | Cost of goods sold | **$28,543** | **$15,609** | **$12,934** (↑**82.9%**) | | Research and development | **$7,238** | **$11,461** | **$(4,223)** (↓**36.8%**) | | Selling, general and administrative | **$39,509** | **$44,185** | **$(4,676)** (↓**10.6%**) | | Income from operations | **$7,095** | **$2,579** | **$4,516** (↑**175.1%**) | | Interest expense | **$(20,486)** | **$(13,723)** | **$(6,763)** (↑**49.3%**) | | Loss on extinguishment of debt | — | **$(53,235)** | **$53,235** (↓**100%**) | | Net loss | **$(12,725)** | **$(61,925)** | **$49,200** (↓**79.4%**) | - The significant decrease in net loss for Q**2** **2025** compared to Q**2** **2024** was primarily due to the absence of a **$53.2 million** loss on extinguishment of debt in **2025**[184](index=184&type=chunk)[191](index=191&type=chunk) - Product sales increased due to higher prescription volumes, while collaboration revenue decreased primarily due to a one-time settlement payment received in Q**2** **2024**[185](index=185&type=chunk)[186](index=186&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=34&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the company's financial performance for the first half of 2025 against the same period in 2024 Financial Performance (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Product sales, net | **$75,187** | **$53,058** | **$22,129** (↑**41.7%**) | | Collaboration revenue | **$72,193** | **$158,511** | **$(86,318)** (↓**54.5%**) | | Cost of goods sold | **$60,081** | **$25,684** | **$34,397** (↑**133.9%**) | | Research and development | **$19,795** | **$24,864** | **$(5,069)** (↓**20.4%**) | | Selling, general and administrative | **$82,505** | **$86,173** | **$(3,668)** (↓**4.3%**) | | Income (loss) from operations | **$(15,001)** | **$74,848** | **$(89,849)** (↓**120.0%**) | | Interest expense | **$(39,917)** | **$(27,747)** | **$(12,170)** (↑**43.8%**) | | Loss on extinguishment of debt | — | **$(53,235)** | **$53,235** (↓**100%**) | | Net loss | **$(53,180)** | **$(903)** | **$(52,277)** (↑**5789.3%**) | - The substantial increase in net loss for the six months ended June **30**, **2025**, was primarily driven by an **$86.3 million** decrease in collaboration revenue (due to a one-time settlement in **2024**) and higher cost of goods sold and interest expense[193](index=193&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[199](index=199&type=chunk) - Product sales increased by **$22.1 million** due to prescription growth, while R&D and SG&A expenses decreased[194](index=194&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash, its funding sources, and future capital requirements - As of June **30**, **2025**, primary liquidity sources were cash and cash equivalents totaling **$86.1 million**[208](index=208&type=chunk) Cash Flow Summary (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | **$(54,050)** | **$46,623** | | Net cash (used in) investing activities | — | **$(150)** | | Net cash (used in) provided by financing activities | **$(4,650)** | **$60,583** | | Net (decrease) increase in cash and cash equivalents | **$(58,700)** | **$107,056** | | Cash and cash equivalents at beginning of period | **$144,761** | **$82,248** | | Cash and cash equivalents at end of period | **$86,061** | **$189,304** | - Key financing activities in **2024** included **$125.0 million** from the DSE Settlement, **$90.7 million** from a public offering, **$304.7 million** from a royalty sale, and a **$150.0 million** term loan. In **2025**, the ATM program generated **$2.8 million**[204](index=204&type=chunk)[205](index=205&type=chunk)[203](index=203&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - The company anticipates current cash, future product sales, and collaboration revenues will fund operations for the foreseeable future, but may seek additional financing due to ongoing operating losses and R&D expenses[207](index=207&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section reports no material changes to market risk disclosures since the December 31, 2024 Annual Report on Form 10-K - No material changes to quantitative and qualitative disclosures about market risk since the Annual Report on Form **10-K** for the fiscal year ended December **31**, **2024**[225](index=225&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of June 30, 2025, due to a material weakness in inventory accounting, though financial statements are fairly presented - The company's disclosure controls and procedures were not effective as of June **30**, **2025**[228](index=228&type=chunk) - A material weakness in internal control over financial reporting was identified, related to the accounting for inventory held at a third-party contract manufacturing organization[229](index=229&type=chunk)[243](index=243&type=chunk) - Management is designing and implementing enhanced controls to remediate the material weakness, focusing on inventory existence and movements between contract manufacturing organizations[231](index=231&type=chunk)[244](index=244&type=chunk) - Despite the material weakness, management concluded that the condensed financial statements for the periods presented are fairly presented in conformity with U.S. GAAP[230](index=230&type=chunk) [PART II — OTHER INFORMATION](index=41&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 5 for details on ANDA litigation and anticipates no material adverse impact from other legal matters - Information on legal proceedings, including ANDA litigation, is incorporated by reference from Note **5** to the condensed financial statements[233](index=233&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section outlines new or materially changed risk factors, including internal control weaknesses, regulatory pressures, and macroeconomic volatility - A material weakness in internal control over financial reporting has been identified, which could impair the ability to produce accurate and timely financial statements and harm operating results[237](index=237&type=chunk)[240](index=240&type=chunk)[242](index=242&type=chunk) - Inadequate funding for government agencies (FDA, SEC) or other disruptions could hinder timely product development, commercialization, and regulatory reviews[246](index=246&type=chunk)[247](index=247&type=chunk) - Recent federal legislation, including the Inflation Reduction Act of **2022** (IRA) and the One Big Beautiful Bill Act of **2025** (OBBBA), along with executive orders, may increase pressure to reduce pharmaceutical product prices paid by Medicare, potentially adversely affecting revenue[248](index=248&type=chunk)[249](index=249&type=chunk)[253](index=253&type=chunk) - Unfavorable macroeconomic conditions, market volatility from geopolitical developments, high inflation, and rising interest rates could adversely affect business operations, demand for products, and ability to raise capital[256](index=256&type=chunk)[259](index=259&type=chunk) - Changes in tax law, such as those introduced by the OBBBA, could adversely affect the company's business and financial condition[261](index=261&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter - No Rule **10b5-1** or non-Rule **10b5-1** trading arrangements were adopted or terminated by directors or officers during the quarter ended June **30**, **2025**[262](index=262&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with this Quarterly Report on Form 10-Q, including corporate governance documents and certifications - The exhibit index lists various documents, including the Amended and Restated Certificate of Incorporation, Bylaws, specimen common stock certificate, and certifications of principal executive and financial officers[265](index=265&type=chunk) ```

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) Delaware 27-0788438 (I.R.S. Employer Identification No.) 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102 (Address of principal executive offices, Zip Code) (857) 256-0079 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period end ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 10-Q ___________________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42045 ___________________________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42421 FACT II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | N/A | | --- | --- | | (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42421 FACT II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | N/A | | --- | --- | | (St ...

Exhibit 99.1 AirJoule Technologies Announces Second Quarter 2025 Results Ronan, MT, August 13, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) ("AirJoule Technologies" or the "Company"), a leading technology platform that unleashes the power of water from air, today announced its second quarter 2025 results. Second Quarter 2025 & Recent Highlights Key Milestones A250 TM Product Expands AirJoule ® Technology Platform: Strategic Collaborations to Advance AirJoule ® Commercialization: Continued Progres ...

[Company Overview](index=1&type=section&id=Company%20Overview) AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading technology platform dedicated to extracting water from the air, as highlighted in its Q2 2025 results [Introduction](index=1&type=section&id=Introduction) AirJoule Technologies Corporation (NASDAQ: AIRJ) reported its second-quarter 2025 results, affirming its position as a leading water-from-air technology platform - AirJoule Technologies Corporation (NASDAQ: AIRJ) announced its **second-quarter 2025 results**[1](index=1&type=chunk)[2](index=2&type=chunk) - The company is positioned as a leading technology platform dedicated to extracting water resources from the air[2](index=2&type=chunk) [About AirJoule Technologies Corporation](index=3&type=section&id=About%20AirJoule%20Technologies%20Corporation) AirJoule Technologies aims to free the world from water and energy constraints through its breakthrough adsorption technology, in collaboration with GE Vernova and Carrier Global Corporation - AirJoule Technologies aims to free the world from water and energy constraints by leveraging breakthrough adsorption technology through its joint venture with GE Vernova and collaboration with Carrier Global Corporation[13](index=13&type=chunk) [Second Quarter 2025 & Recent Highlights](index=1&type=section&id=Second%20Quarter%202025%20%26%20Recent%20Highlights) The company achieved significant milestones in product expansion, strategic collaborations, and operational enhancements during Q2 2025 and recently [A250 TM Product Expands AirJoule ® Technology Platform](index=1&type=section&id=A250%20TM%20Product%20Expands%20AirJoule%20%C2%AE%20Technology%20Platform) AirJoule introduced the A250™ system for industrial dehumidification, offering significant energy savings, and is commercializing the A1000™ water generator for industrial-scale distilled water production - The A250™ system will be commercialized for the industrial dehumidification market, offering up to **80% energy savings** and **60% reduction in total cost of ownership** compared to existing systems[7](index=7&type=chunk) - The company is also commercializing the A1000™ water generator, designed to produce industrial-scale distilled water on-site using low-grade waste heat with unprecedented efficiency[7](index=7&type=chunk) [Strategic Collaborations to Advance AirJoule ® Commercialization](index=1&type=section&id=Strategic%20Collaborations%20to%20Advance%20AirJoule%20%C2%AE%20Commercialization) AirJoule advanced commercialization through partnerships with data center developers, GE Vernova, the City of Hubbard, and ASU, alongside ongoing field deployments in Dubai - Signed an MOU with a hyperscale data center developer to collaborate on generating pure distilled water from ambient air using low-grade waste heat from data center operations[7](index=7&type=chunk) - Initiated a strategic project with GE Vernova to explore integrating AirJoule® technology into GE Vernova products, focusing on water production from low-grade waste heat[7](index=7&type=chunk) - Announced collaboration with the City of Hubbard, Texas, to recover heat from geothermal wells and use it to produce pure distilled water from the air, with **A250™ system deployment anticipated in Q4 2025**[7](index=7&type=chunk) - Anticipated delivery of an A250™ system to Arizona State University (ASU) in **Fall 2025** for research and evaluation purposes[7](index=7&type=chunk) - Ongoing field deployment of the AirJoule® platform at a government research institution in Dubai, showcasing its capabilities to potential public and private sector clients in the Middle East[7](index=7&type=chunk) [Appointed Two Board Directors with Expertise in Data Centers and Financial Oversight](index=1&type=section&id=Appointed%20Two%20Board%20Directors%20with%20Expertise%20in%20Data%20Centers%20and%20Financial%20Oversight) The company strengthened governance by appointing two new board directors with expertise in data centers and financial oversight, and expanded its manufacturing facility to enhance production capabilities - Appointed Denise Sterling to the Board of Directors, bringing CFO experience in data center development and operations, and consumer credit financial services[7](index=7&type=chunk) - Appointed Thomas Murphy to the Board of Directors, who will serve as Chair of the company's Audit Committee, with leadership experience in audit and consulting practices[7](index=7&type=chunk) - Expanded the manufacturing facility in Newark, Delaware, to enhance manufacturing and environmental testing capabilities for AirJoule® systems, with a ribbon-cutting ceremony held on **July 30, 2025**[7](index=7&type=chunk) [Balance Sheet and Liquidity](index=3&type=section&id=Balance%20Sheet%20and%20Liquidity) AirJoule strengthened its financial position through a private placement financing and maintained a strong cash balance to support operations through commercialization [Private Placement Financing](index=3&type=section&id=Private%20Placement%20Financing) The company completed a **$15 million** private placement financing led by GE Vernova in April 2025, with net proceeds allocated to accelerate the commercialization of A250™ and A1000™ systems - The company completed a **$15 million** private placement financing (PIPE) led by GE Vernova on **April 25, 2025**, with net proceeds designated to accelerate the commercialization of AirJoule® A250™ and A1000™ systems[8](index=8&type=chunk) [Strong Cash Position](index=3&type=section&id=Strong%20Cash%20Position) AirJoule reported **$30.5 million** in cash and cash equivalents at quarter-end, providing sufficient liquidity to support operations through commercialization Cash and Cash Equivalents | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Cash, cash equivalents, and restricted cash | $30,502,711 | $28,021,748 | - The company held **$30.5 million** in cash and cash equivalents at quarter-end, providing sufficient liquidity to support operations through commercialization[9](index=9&type=chunk) [Executive Commentary](index=3&type=section&id=Executive%20Commentary) CEO Matt Jore highlighted significant progress in demonstrating the AirJoule® platform's capabilities and expressed confidence in the team, technology, and capitalization for a successful 2026 commercial launch [Executive Commentary](index=3&type=section&id=Executive%20Commentary) CEO Matt Jore emphasized the company's progress in leveraging low-grade waste heat for pure distilled water production and readiness of its manufacturing facility for industrial dehumidification equipment assembly - CEO Matt Jore stated that the company made meaningful progress in Q2 demonstrating the AirJoule® platform's ability to produce pure distilled water from low-grade waste heat, which is expected to be a significant driver of future commercial sales[10](index=10&type=chunk) - The company held a ribbon-cutting ceremony for its state-of-the-art manufacturing facility, which is ready to begin assembling equipment for the industrial dehumidification market[10](index=10&type=chunk) - The company possesses the team, technology, and capitalization to achieve a successful commercial launch in **2026**[10](index=10&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the condensed consolidated balance sheets, statements of operations, and cash flows, highlighting key financial performance and position changes [CONDENSED CONSOLIDATED BALANCE SHEETS](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets increased to **$376.1 million** as of June 30, 2025, driven by higher cash and investment in AirJoule, LLC, while total liabilities significantly decreased due to reduced Earnout and Subject Vesting Shares liabilities Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Total assets | $376,084,893 | $369,852,120 | +$6,232,773 | | Cash, cash equivalents, and restricted cash | $30,502,711 | $28,021,748 | +$2,480,963 | | Investment in AirJoule, LLC | $343,858,688 | $338,178,633 | +$5,680,055 | | Total liabilities | $87,515,300 | $117,741,796 | -$30,226,496 | | Earnout Shares liability | $5,416,000 | $24,524,000 | -$19,108,000 | | Subject Vesting Shares liability | $1,411,000 | $7,819,000 | -$6,408,000 | | Total stockholders' equity | $288,569,593 | $252,110,324 | +$36,459,269 | [CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20%28UNAUDITED%29) Net income for the three months ended June 30, 2025, decreased to **$2.5 million** from **$13.4 million** year-over-year, primarily due to changes in fair value of liabilities and equity loss from investment Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 (USD) | 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Operating loss | $(4,162,917) | $(4,338,066) | +$175,149 | | Other income, net | $5,117,248 | $16,530,137 | -$11,412,889 | | Net income | $2,513,213 | $13,429,895 | -$10,916,682 | | Net income per share, Class A common stock - basic | $0.04 | $0.25 | -$0.21 | | Net income per share, Class A common stock - diluted | $0.04 | $0.24 | -$0.20 | Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 (USD) | 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Operating loss | $(7,353,117) | $(60,729,375) | +$53,376,258 | | Other income, net | $21,543,449 | $340,201,901 | -$318,658,452 | | Net income | $17,391,871 | $194,985,187 | -$177,593,316 | | Net income per share, Class A common stock - basic | $0.30 | $4.05 | -$3.75 | | Net income per share, Class A common stock - diluted | $0.30 | $3.92 | -$3.62 | - The significant decrease in net income for the first half of **2025** was primarily due to the **$333.5 million** "Contribution to AirJoule, LLC" gain recognized in **2024**, which did not recur in **2025**[19](index=19&type=chunk) [CONDESNED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)](index=7&type=section&id=CONDESNED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20%28UNAUDITED%29) Cash used in operating activities decreased to **$2.2 million** for the six months ended June 30, 2025, while financing activities provided **$14.7 million**, primarily from a PIPE issuance Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Metric | 2025 (USD) | 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(2,163,485) | $(17,576,561) | +$15,413,076 | | Net cash used in investing activities | $(10,011,376) | $(10,006,554) | -$4,822 | | Net cash provided by financing activities | $14,655,824 | $61,855,930 | -$47,200,106 | | Net increase in cash, cash equivalents, and restricted cash | $2,480,963 | $34,272,815 | -$31,791,852 | | Cash, cash equivalents, and restricted cash at end of period | $30,502,711 | $34,648,611 | -$4,145,900 | - Net cash provided by financing activities in **2025** primarily stemmed from a **$14.5 million** PIPE issuance, whereas **2024** included **$61.75 million** from the issuance of common stock under subscription agreements[20](index=20&type=chunk) [Additional Information](index=3&type=section&id=Additional%20Information) This section provides details on the upcoming quarterly report, earnings call, forward-looking statements, and investor contacts [Quarterly Report on Form 10-Q](index=3&type=section&id=Quarterly%20Report%20on%20Form%2010-Q) AirJoule Technologies anticipates filing its Q2 2025 Form 10-Q with the SEC on August 14, 2025, and will host an earnings call on the same day to discuss results - AirJoule Technologies anticipates filing its Quarterly Report on Form 10-Q for the period ended **June 30, 2025**, with the U.S. Securities and Exchange Commission (SEC) on **August 14, 2025**[11](index=11&type=chunk) - The company will host a conference call to discuss its **second-quarter 2025 results** on **Thursday, August 14, 2025**, at **8:30 a.m. Eastern Time**[12](index=12&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This press release contains forward-looking statements regarding AirJoule Technologies' future performance and strategy, subject to risks including early-stage operations, product reliance, and deployment challenges - This press release contains "forward-looking statements" regarding AirJoule Technologies' future financial and operating performance, strategy, future operations, anticipated financial position, anticipated revenues and losses, projected costs, prospects, plans, and management objectives[14](index=14&type=chunk) - These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events[14](index=14&type=chunk) - These forward-looking statements are subject to numerous risks and uncertainties, many of which are difficult to predict and many of which are beyond AirJoule Technologies' control, including the company's limited operating history as an early-stage company, initial reliance on a single product for revenue, significant barriers to deploying its technology, and commercialization strategy's reliance on relationships with BASF, Carrier, GE Vernova, and other third parties[15](index=15&type=chunk) [Contacts](index=7&type=section&id=Contacts) For investor relations and media inquiries, contact Tom Divine, Vice President of Investor Relations and Finance - Investor Relations and Media Contact: Tom Divine – Vice President, Investor Relations and Finance, Email: investors@airjouletech.com[21](index=21&type=chunk)

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 For the transition period from _________ to _________ Commission file number: 001-40563 NIXXY, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number: 001-40563 NIXXY, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporat ...