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 - As of December 31, 2024, the company has withdrawn $1,000,000 from the Trust Account for working capital, with no further amounts available until the one-year anniversary of the Initial Public Offering[191].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].
Churchill Capital Corp IX(CCIX) - 2024 Q4 - Annual Report