Churchill Capital Corp IX(CCIXU) - 2024 Q4 - Annual Report

FORM 10-K Filing Information Registrant Information This section provides the basic identification details for Churchill Capital Corp IX, including its incorporation jurisdiction, principal executive offices, telephone number, and the securities registered on The Nasdaq Stock Market LLC - Churchill Capital Corp IX is a Cayman Islands exempted company with its principal executive offices at 640 Fifth Avenue, 14th Floor, New York, New York 10019[2] Registered Securities on Nasdaq | Title of each class | | :------------------ | | Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant | | Class A ordinary shares, par value $0.0001 par value | | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | Filer Status and Market Value The company is classified as a non-accelerated filer, a smaller reporting company, and an emerging growth company, with specific share counts outstanding as of March 28, 2025 Registrant Filer Status | Filer Status | | :-------------------- | | Non-accelerated filer | | Smaller reporting company | | Emerging growth company | - The aggregate market value of the registrant's outstanding Class A Ordinary Shares held by non-affiliates was $288,075,000 as of June 30, 2024[8] - As of March 28, 2025, there were 29,475,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares issued and outstanding[9] Cautionary Note Regarding Forward-Looking Statements Forward-Looking Statements Disclosure This section highlights that the report contains forward-looking statements, identifiable by specific terminology, and emphasizes that actual results may differ materially due to various factors, including the ability to complete a Business Combination, performance of target businesses, management conflicts of interest, and the impact of new SEC SPAC rules - Forward-looking statements are identified by terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' and their variations[13] - Ability to complete initial Business Combination[14] - Expectations around the performance of prospective target businesses[14] - Success in retaining or recruiting officers, key employees, or directors post-Business Combination[14] - Officers and directors allocating time to other businesses and potential conflicts of interest[14] - Potential incentive to consummate an initial Business Combination with a target that subsequently declines in value or is unprofitable for public investors[15] - Ability to obtain additional financing for the initial Business Combination[15] - Impact of 2024 SEC SPAC Rules on negotiation and completion of initial Business Combination, potentially increasing costs and time[15] Definitions Key Terms and Acronyms This section provides definitions for key terms and acronyms used throughout the report, essential for understanding the company's operations, financial instruments, and regulatory context as a Special Purpose Acquisition Company (SPAC) - 2024 SPAC Rules: Rules and regulations for SPACs adopted by the SEC on January 24, 2024, effective July 1, 2024[17] - Business Combination: A merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses[17] - Combination Period: The 24-month period (or 27-month period under certain conditions) from the IPO closing to consummate an initial Business Combination[18] - Founder Shares: Class B Ordinary Shares initially purchased by the Sponsor prior to the Initial Public Offering[18] - Trust Account: A U.S.-based trust account holding $287.5 million from the net proceeds of the IPO and Private Placement[20] PART I Item 1. Business Churchill Capital Corp IX is a blank check company formed to effect a business combination, leveraging its founder's extensive experience in strategic advisory and SPACs, and completed its Initial Public Offering in May 2024, raising $287.5 million for its Trust Account - The company is a blank check company incorporated in the Cayman Islands, formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses[22] - The company's founder, Michael Klein, has a 35-year career in strategic advisory and investment banking, including significant experience with SPACs, having founded and led several successful Churchill Capital Corp SPACs[23][24][25][26] - On May 6, 2024, the company consummated its Initial Public Offering of 28,750,000 Public Units at $10.00 per Unit, generating gross proceeds of $287,500,000[34][35] - Simultaneously, 725,000 Private Placement Units were sold to the Sponsor for $7,250,000[35] - A total of $287,500,000 was placed in the Trust Account, which must be used to complete an initial Business Combination by May 6, 2026 (or August 6, 2026, if an agreement is executed)[36][37] Overview Churchill Capital Corp IX is a blank check company seeking a business combination, focusing on industries where its management team and founder's expertise provide a competitive advantage - Churchill Capital Corp IX is a blank check company seeking a business combination, focusing on industries where its Management Team and founder's expertise provide a competitive advantage[22] - The Management Team, including founder Michael Klein and CFO Jay Taragin, along with M. Klein and Company's Operating Partners, aim to identify and execute attractive Business Combination opportunities by leveraging their network and operational expertise[23][28][29][30] Initial Public Offering The company completed its IPO in May 2024, raising $287.5 million for its Trust Account, and must complete its initial Business Combination by May 2026 - The company consummated its IPO on May 6, 2024, selling 28,750,000 Public Units at $10.00 each, generating $287,500,000[34] - Concurrently, 725,000 Private Placement Units were sold to the Sponsor for $7,250,000[35] - A total of $287,500,000 was placed in the Trust Account[36] - The company must complete its initial Business Combination by May 6, 2026 (or August 6, 2026, under certain conditions)[37] Business Strategy The company's strategy involves leveraging its founder's strategic and transactional experience, creative sourcing, and understanding of global financial markets to identify and execute attractive business combinations - Leverage founder's strategic and transactional experience[40] - Deliver creative approaches to transaction sourcing[40] - Utilize understanding of global financial markets, financing, and corporate strategy options[40] - Sourcing, structuring, acquiring, and selling businesses[41] - Fostering relationships with sellers, capital providers, and target management teams[41] - Negotiating transactions favorable to investors[41] - Executing transactions in multiple geographies and varying market conditions[41] - Accessing capital markets and helping companies transition to public ownership[41] - Operating companies, setting and changing strategies, and identifying/recruiting talent[42] - Acquiring and integrating companies[42] - Developing and growing companies organically and through acquisitions, expanding product range and geographic footprint[42] Competitive Strengths The company's competitive strengths include the deep experience of its operating partners, proprietary sourcing channels, leading industry relationships, and strong execution and structuring capabilities - Deep Experience of Operating Partners: Leverage former senior operating executives from S&P500 companies across multiple sectors[43] - Proprietary Sourcing Channels and Leading Industry Relationships: Differentiated pipeline of acquisition opportunities through Management Team, M. Klein and Company, and Strategic and Operating Partners' networks[43] - Investing Experience: Management's track record in identifying and sourcing transactions for public markets[43] - Execution and Structuring Capability: Expertise to source and complete complex transactions with attractive risk/reward profiles[43] Investment Criteria The company seeks targets sourced through proprietary channels, benefiting from management's capabilities, with committed teams, stable free cash flow potential, and acquisition growth opportunities - Sourced Through proprietary channels, avoiding broadly marketed processes[43] - Benefits from the collective capabilities of Management and Sponsor to improve operations and market position[43] - Has a committed and capable management team aligned with investor interests[43] - Potential to generate stable free cash-flow[43] - Potential to grow through further acquisition opportunities[43] Our Acquisition Process The company conducts thorough due diligence for potential acquisitions, noting that conflicts of interest may arise if the target is affiliated with the Sponsor, officers, or directors - The company conducts thorough due diligence, including meetings with management, document reviews, facility inspections, and financial analysis[45] - Conflicts of interest may arise if the target is affiliated with the Sponsor, officers, or directors, requiring an independent valuation opinion[46][47][49][50][52][54] Initial Business Combination Requirements The Business Combination must meet specific fair market value thresholds, require Board approval, and ensure the post-transaction company avoids investment company registration - The aggregate fair market value of the Business Combination must be at least 80% of the value of assets in the Trust Account (excluding deferred underwriting commissions and taxes)[55] - The initial Business Combination requires approval by a majority of the Board of Directors, including a majority of independent directors and non-independent directors nominated by the Sponsor[56] - The post-transaction company must own or acquire 50% or more of the outstanding voting securities of the target or otherwise not be required to register as an investment company[57] Our Management Team The management team, with extensive operating and transaction experience, will dedicate necessary time to the Business Combination, leveraging their broad network of contacts - Management Team members are not obligated to devote specific hours but will dedicate necessary time to the Business Combination[59] - They possess extensive operating and transaction experience and a broad network of contacts[60] Status as a Public Company The company's public status offers target businesses an alternative to traditional IPOs, providing access to capital and management incentives, while benefiting from reduced disclosure as an emerging growth and smaller reporting company - The company's public status offers target businesses an alternative to traditional IPOs, potentially providing greater access to capital and management incentives[61][62] - The company is an 'emerging growth company' and 'smaller reporting company,' allowing for reduced disclosure obligations and an extended transition period for new accounting standards[64][65][66][67] - The company is considered a 'controlled company' by Nasdaq due to Class B Ordinary Shares voting rights on director appointments, but does not currently intend to rely on this exemption[69] Financial Position As of December 31, 2024, the company had $296.1 million available for a Business Combination and flexibility to use cash, debt, or equity, but has not secured third-party financing - As of December 31, 2024, the company had $296,122,647 available for a Business Combination (before redemptions and deferred underwriting discounts/commissions)[70] - The company has flexibility to use cash, debt, or equity securities for its Business Combination, but has not secured third-party financing[70] Effecting our Initial Business Combination As a blank check company, it intends to use Trust Account proceeds, shares, or debt for its initial Business Combination, potentially requiring additional financing if redemptions are significant - The company is a blank check company with no current operations and intends to use Trust Account proceeds, shares, or debt for its initial Business Combination[71] - Additional financing may be required if the transaction demands more cash or if significant public shares are redeemed[74] - Lack of Business Diversification: Success may depend entirely on a single business, increasing risks[85] - Limited Ability to Evaluate the Target's Management Team: Assessment of target management may not be correct, and future management may lack public company experience[86] Sources of Target Businesses M. Klein and Company or Strategic and Operating Partners may compete for acquisition opportunities and have no fiduciary obligation to present opportunities to the company, requiring independent valuation for affiliated targets - M. Klein and Company or Strategic and Operating Partners may compete for acquisition opportunities, and have no fiduciary or contractual obligation to present opportunities to the company[75][78][80] - If an affiliated target is pursued, an independent valuation opinion will be obtained to ensure fairness[78][79] Shareholder Approval and Redemption Rights Shareholder approval is required for certain transactions, and public shareholders have redemption rights upon Business Combination completion, subject to limitations Shareholder Approval Requirements for Business Combination Types | Type of Transaction | Whether Shareholder Approval is Required | | :---------------------------------------------------------------- | :--------------------------------------- | | Purchase of assets | No | | Purchase of stock, shares or other equity interests of target not involving a merger with the company | No | | Merger of target into a subsidiary of the company | No | | Merger of the company with a target | Yes | - Shareholder approval is required if the company issues Class A Ordinary Shares equal to or exceeding 20% of outstanding shares, if certain directors/officers have a 5% or greater interest in the target, or if the transaction results in a change of control[95][92] - The Sponsor, directors, officers, advisors, or their affiliates may purchase Public Shares or Warrants in privately negotiated transactions or the open market to increase the likelihood of approval or meet closing conditions, subject to compliance with applicable laws and Nasdaq Rules[95][92] - Public Shareholders have the right to redeem their Class A Ordinary Shares upon completion of the initial Business Combination at a per-share price equal to the aggregate amount in the Trust Account, subject to limitations[100][101] - The company may conduct redemptions via a general meeting with a proxy solicitation or a tender offer, at its discretion, based on transaction timing and legal/listing requirements[102] - A Public Shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to prevent large blocks of shares from unreasonably blocking a Business Combination[110] Redemption of Public Shares and Liquidation if no Initial Business Combination If no Business Combination is completed within the specified period, the company will liquidate, redeeming Public Shares from the Trust Account, with the Sponsor not receiving liquidating distributions - If a Business Combination is not completed within the Completion Period, the company will cease operations, redeem Public Shares at a per-share price from the Trust Account, and then liquidate and dissolve[117] - The Sponsor, officers, and directors will not receive liquidating distributions for Founder Shares or Private Placement Shares if no Business Combination is completed[118] - The Sponsor has agreed to indemnify the company against third-party claims that reduce the Trust Account below $10.00 per Public Share, except for claims from parties that waived their rights to Trust Account monies[123] Competition and Conflicts of Interest The company faces intense competition for acquisitions, and potential conflicts of interest may arise from the Sponsor's and Mr. Klein's other business affiliations and fiduciary duties - The company faces intense competition from other SPACs, private equity groups, and operating businesses for acquisition opportunities[129] - M. Klein and Company and its founder, Mr. Klein, have fiduciary duties to their clients and may sponsor other blank check companies, leading to potential conflicts of interest in presenting acquisition opportunities[130][131][132][135][137] Periodic Reporting and Financial Information The company is subject to Exchange Act reporting obligations, benefiting from reduced disclosure requirements as an emerging growth and smaller reporting company - The company is subject to Exchange Act reporting obligations, including annual, quarterly, and current reports with the SEC, and will provide audited financial statements of target businesses[139][140] - As an 'emerging growth company' and 'smaller reporting company,' it benefits from reduced disclosure requirements and an extended transition period for new accounting standards[143][144][145][146] Item 1A. Risk Factors This section outlines various material risks, including the company's nature as a blank check company with no revenue, challenges in completing a Business Combination, potential conflicts of interest, market volatility, and regulatory changes - The company is a blank check company with no revenue or basis to evaluate its ability to select a suitable business target[148] - Inability to select an appropriate target business or complete the initial Business Combination within the Combination Period[150] - Officers and directors may have conflicts of interest due to other business affiliations[152] - Difficulty in obtaining additional financing for the initial Business Combination or reducing redemptions[153] - Trust Account funds may not be protected against third-party claims or bankruptcy[156] - The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares[160] - Uncertainty in international economic and political relationships, including tariffs and conflicts, could adversely affect the ability to identify targets and the financial performance of any target[162] Item 1B. Unresolved Staff Comments This item states that there are no unresolved staff comments from the SEC - Not applicable[164] Item 1C. Cybersecurity As a blank check company without operations, the company is still exposed to cybersecurity risks, particularly concerning its Trust Account investments and reliance on third-party digital technologies - The company is subject to cybersecurity risks, including potential information theft, data corruption, operational disruption, and financial loss, despite having no operations[165] - The company relies on third-party technologies for cybersecurity and lacks significant investments or resources for protection, investigation, and remediation[165] - No cybersecurity incidents have been encountered since the Initial Public Offering[165] Item 2. Properties The company's executive offices are located in New York, NY, with the cost covered by a monthly fee paid to an affiliate of its Sponsor, and the current space is deemed adequate for operations - Executive offices are located at 640 Fifth Avenue, 14th Floor, New York, NY 10019[166] - The office space cost is covered by a $30,000 per month fee paid to an affiliate of the Sponsor, as per the Administrative Support Agreement[166] Item 3. Legal Proceedings There is no material litigation currently pending or contemplated against the company, its officers, or directors - No material litigation is currently pending or contemplated against the company, its officers, or directors[167] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[168] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities This section details the trading information for the company's securities on Nasdaq, the number of record holders, dividend policy, and recent sales of unregistered securities, including the private placement to the Sponsor - Public Units, Public Shares, and Public Warrants are traded on the Global Market tier of Nasdaq under symbols CCIXU, CCIX, and CCIXW, respectively[170] - As of March 28, 2025, there was one holder of record for Units, Class A Ordinary Shares, and Warrants[171] - The company has not paid cash dividends and does not intend to prior to a Business Combination; future dividends will be at the Board's discretion[172] - Simultaneously with the IPO, 725,000 Private Placement Units were sold to the Sponsor at $10.00 per unit, generating $7,250,000, under Section 4(a)(2) of the Securities Act[175] Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of the company's financial condition and results of operations, highlighting its status as a blank check company with no operating revenues to date, its reliance on interest income from the Trust Account, and the significant costs incurred in pursuit of a Business Combination - The company is a blank check company with no operating revenues to date, generating non-operating income from interest on Trust Account proceeds[180][183] Net Income (Loss) Summary | Period | Net Income (Loss) | | :------------------------------------------------ | :------------------ | | Year ended December 31, 2024 | $8,791,874 | | Period from December 18, 2023 (inception) through December 31, 2023 | $(18,958) | - As of December 31, 2024, the company had $2,412,564 in cash and a working capital surplus of $2,774,738, with $287,500,000 placed in the Trust Account[188][316] - The company has permitted withdrawals of up to $1,000,000 annually from Trust Account interest for working capital, having already withdrawn $1,000,000 for the current annual period as of December 31, 2024[191][318] Overview The company, a Cayman Islands blank check entity, aims to effect a Business Combination using IPO proceeds, shares, or debt, anticipating significant acquisition costs and potential impacts on Trust Account funds - The company is a Cayman Islands blank check company formed on December 18, 2023, to effect a Business Combination using IPO proceeds, shares, debt, or a combination thereof[180] - Significant costs are expected in pursuing acquisitions, and the company may seek to extend the Combination Period, which could impact Trust Account funds and Nasdaq listing[181][182] Results of Operations The company has not generated operating revenues, with activities focused on formation, IPO preparation, and target identification, and non-operating income derived from Trust Account interest - The company has not generated operating revenues, with activities focused on formation, IPO preparation, and target identification[183] - Non-operating income comes from interest on the Trust Account[183] Financial Performance Summary | Metric | Year Ended Dec 31, 2024 | Period Dec 18, 2023 - Dec 31, 2023 | | :-------------------------------- | :---------------------- | :----------------------------------- | | Net income (loss) | $8,791,874 | $(18,958) | | Interest income earned on Trust Account | $9,622,647 | $0 | | General and administrative costs | $830,773 | $18,958 | Factors That May Adversely Affect our Results of Operations Various external factors, including financial market downturns, economic conditions, inflation, interest rate fluctuations, supply chain disruptions, and geopolitical instability, may adversely affect the company's results of operations - Downturns in financial markets or economic conditions[185] - Increases in oil prices, inflation, fluctuations in interest rates[185] - Increases in tariffs, supply chain disruptions, declines in consumer confidence and spending[185] - Public health considerations and geopolitical instability (e.g., Ukraine, Middle East conflicts)[185] Liquidity and Capital Resources Initial liquidity came from Sponsor's share purchase and loans, with $287.5 million placed in the Trust Account post-IPO, and additional financing may be needed for a Business Combination - Initial liquidity came from Sponsor's share purchase and loans[186] - Post-IPO, $287,500,000 was placed in the Trust Account from IPO and Private Placement proceeds[187][188] - Funds outside the Trust Account are used for identifying targets, due diligence, and general administrative expenses[190] - The Sponsor or affiliates may provide Working Capital Loans, convertible into units[191] - The company has sufficient funds for working capital for at least one year from the financial statements' issuance date but may need additional financing for a Business Combination[192][193] Off-Balance Sheet Financing Arrangements The company has no off-balance sheet arrangements, obligations, assets, or liabilities as of December 31, 2024 - The company has no off-balance sheet arrangements, obligations, assets, or liabilities as of December 31, 2024[194] Contractual Obligations Contractual obligations include a monthly fee to the Sponsor for administrative support and a deferred underwriting commission payable upon completion of the initial Business Combination - Monthly fee of $30,000 to the Sponsor or an affiliate for office space and administrative support, starting May 2, 2024, until Business Combination or liquidation[195] - Deferred underwriting commission of 3.5% (up to $10,062,500) payable to underwriters upon completion of the initial Business Combination[196] Critical Accounting Estimates and Recent Accounting Standards As of December 31, 2024, the company had no critical accounting estimates to disclose, and management believes other recent pronouncements would not materially affect financial statements - As of December 31, 2024, the company did not have any critical accounting estimates to disclose[197] - The FASB issued ASU 2023-07, 'Segment Reporting,' effective for fiscal years beginning after December 15, 2023, requiring additional disclosures on segment expenses and CODM usage of segment profit/loss measures[198] - Management does not believe other recent pronouncements would materially affect financial statements[199] Item 7A. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[200] Item 8. Financial Statements and Supplementary Data This item refers to the audited financial statements and supplementary data included elsewhere in the report, specifically from pages F-1 through F-18 - Audited financial statements and supplementary data are incorporated by reference from pages F-1 through F-18 of this Report[202] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure - None[203] Item 9A. Controls and Procedures The company's management concluded that disclosure controls and procedures were effective as of December 31, 2024, but a management's assessment or auditor attestation report on internal control over financial reporting is not included due to its newly public status - Disclosure controls and procedures were evaluated and deemed effective as of December 31, 2024[205] - The report does not include a management's assessment or auditor attestation report on internal control over financial reporting due to a transition period for newly public companies[207] Item 9B. Other Information This section confirms that no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the fourth quarter of fiscal year 2024 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the fourth quarter of the fiscal year ended December 31, 2024[209] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[211] PART III Item 10. Directors, Executive Officers and Corporate Governance This section provides details on the company's directors and executive officers, their experience, board structure, and corporate governance practices, including the Audit and Compensation Committees, director nominations, and adopted codes of conduct and trading policies Directors and Executive Officers | Name | Age | Position | | :------------- | :-- | :--------------------------------------------------- | | Michael Klein | 61 | Chief Executive Officer, President and Chairman of the Board of Directors | | Jay Taragin | 58 | Chief Financial Officer | | Stephen Murphy | 61 | Director | | William Sherman | 61 | Director | - Michael Klein, the CEO, President, and Chairman, has extensive experience in investment banking, strategic advisory, and founding multiple SPACs, including Churchill Capital Corp, Churchill Capital Corp II, III, IV, and AltC Acquisition Corp[213][215][216] - The Board of Directors is divided into three classes, with terms expiring at different annual general meetings[223] - Holders of Founder Shares have the right to appoint and remove all directors prior to the initial Business Combination[223] - The company has an Audit Committee (Messrs. Murphy and Sherman, with a third independent director to be appointed within one year) and a Compensation Committee (Messrs. Murphy and Sherman)[227][231] - The company has adopted a Code of Business Conduct and Ethics, insider trading policies, and a Compensation Recovery and Clawback Policy to comply with SEC and Nasdaq rules[237][239][243] Item 11. Executive Compensation Executive officers and directors have not received cash compensation for services to date, with payments to the Sponsor or affiliates for IPO-related expenses and administrative support subject to quarterly Audit Committee review - No cash compensation has been paid to executive officers or directors for services rendered to date[246] - Repayment of up to $600,000 in loans from the Sponsor for IPO-related and organizational expenses[247] - Reimbursement of $30,000 per month to the Sponsor or an affiliate for office space and administrative support[248] - Payment of finder's, advisory, consulting, or success fees for services rendered to effectuate the initial Business Combination[251] - Reimbursement for out-of-pocket expenses related to identifying, investigating, and completing an initial Business Combination[251] - Repayment of Working Capital Loans, up to $1,500,000 of which may be convertible into Private Placement Units[251] - All such payments, if made prior to the Business Combination, will be from funds held outside the Trust Account or Permitted Withdrawals, and are subject to quarterly Audit Committee review[246][247] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details the beneficial ownership of the company's Ordinary Shares by the Sponsor, executive officers, directors, and other significant shareholders as of March 28, 2025, and confirms no securities are authorized under equity compensation plans or changes in control Beneficial Ownership of Ordinary Shares (as of March 28, 2025) | Name and Address of Beneficial Owner | Class A Ordinary Shares (Number) | Class B Ordinary Shares (Number) | Approximate Percentage of Total Outstanding Ordinary Shares | | :----------------------------------- | :------------------------------- | :------------------------------- | :-------------------------------------------------------- | | Churchill Sponsor IX LLC | 725,000 | 7,187,500 | 21.6% | | Michael Klein | 725,000 | 7,187,500 | 21.6% | | All directors and executive officers as a group (4 individuals) | 725,000 | 7,187,500 | 21.6% | | Empyrean Capital Partners, LP | 2,900,000 | — | 7.91% | | Fort Baker Capital Management LP | 2,874,000 | — | 7.84% | | Magnetar Financial LLC | 2,450,250 | — | 6.68% | | Sculptor Capital LP | 1,900,000 | — | 5.18% | | Barclays PLC | 1,855,669 | — | 5.06% | - Percentage ownership is based on 36,662,500 Ordinary Shares outstanding (29,475,000 Class A and 7,187,500 Class B) as of March 28, 2025[252] - No securities are authorized for issuance under equity compensation plans, and there have been no changes in control[257][258] Item 13. Certain Relationships and Related Transactions, and Director Independence This section details transactions and relationships between the company and its Sponsor, officers, and directors, including the issuance of Founder Shares and Private Placement Units, reimbursement agreements, and potential fees for Business Combination services - The Sponsor acquired 7,187,500 Founder Shares for $0.003 per share on December 18, 2023, representing 20% of outstanding Ordinary Shares post-IPO[259] - The Sponsor purchased 725,000 Private Placement Units for $10.00 each, totaling $7,250,000, simultaneously with the IPO[260] - The company reimburses the Sponsor or an affiliate $30,000 per month for office space and administrative support, commencing May 2, 2024[262] - Potential payments to the Sponsor, officers, or directors for finder's, advisory, consulting, or success fees related to the Business Combination, paid from funds outside the Trust Account or Permitted Withdrawals[263] - The company has agreed to indemnify the Sponsor and its members/affiliates for claims related to investment opportunities or liabilities, with the understanding that indemnified parties cannot access Trust Account funds[268] - Messrs. Murphy and Sherman are deemed 'independent directors' under Nasdaq Rules and applicable SEC rules[271] - The Audit Committee currently has two independent members and will appoint a third within one year[272] Item 14. Principal Accountant Fees and Services This section summarizes fees paid to WithumSmith+Brown, PC for audit, audit-related, tax, and other services for the fiscal year ended December 31, 2024, and the period from inception through December 31, 2023, outlining the Audit Committee's pre-approval policy Principal Accountant Fees and Services | Fee Type | Year Ended Dec 31, 2024 | Period Dec 18, 2023 - Dec 31, 2023 | | :---------------- | :---------------------- | :----------------------------------- | | Audit Fees | $100,880 | $4,308 | | Audit-Related Fees | $32,000 | $0 | | Tax Fees | $4,000 | $4,000 | | All Other Fees | $184,000 | $182,000 | - The Audit Committee pre-approves all auditing and permitted non-audit services, including fees and terms[278] - Services rendered prior to the Audit Committee's formation were approved by the Board of Directors[278] PART IV Item 15. Exhibit and Financial Statement Schedules This section lists the financial statements and exhibits filed as part of the report, including the Report of Independent Registered Public Accounting Firm, balance sheets, statements of operations, changes in shareholders' equity, cash flows, and notes to financial statements - Financial Statements: Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' (Deficit) Equity, Statements of Cash Flows, and Notes to Financial Statements (pages F-2 to F-18)[280] - All financial statement schedules are omitted as not applicable, immaterial, or presented within the financial statements and notes[281] - Exhibits listed in the Exhibit Index are filed as part of this Report, with some incorporated by reference from previous SEC filings[281] Item 16. Form 10-K Summary The Form 10-K Summary is omitted at the company's option - Omitted at the Company's option[282] Financial Statements Report of Independent Registered Public Accounting Firm WithumSmith+Brown, PC issued an unqualified opinion on the financial statements of Churchill Capital Corp IX for the year ended December 31, 2024, and the period from inception through December 31, 2023, affirming their fair presentation in accordance with U.S. GAAP - WithumSmith+Brown, PC provided an unqualified opinion, stating that the financial statements present fairly, in all material respects, the financial position as of December 31, 2024 and 2023, and results of operations and cash flows for the periods then ended, in conformity with U.S. GAAP[284] - The audit was conducted in accordance with PCAOB standards, but an audit of internal control over financial reporting was not performed[286] Balance Sheets The balance sheets present the financial position of Churchill Capital Corp IX as of December 31, 2024, and 2023, showing a significant increase in assets, primarily due to marketable securities and cash held in the Trust Account following the IPO Balance Sheet Highlights | Metric | December 31, 2024 | December 31, 2023 | | :---------------------------------------------------------------------------------------------------------------- | :------------------ | :------------------ | | Total Assets | $299,124,430 | $65,353 | | Marketable securities and cash held in Trust account | $296,122,647 | $0 | | Total Liabilities | $10,137,500 | $59,311 | | Class A ordinary shares subject to possible redemption (28,750,000 shares) | $296,122,647 | $0 | | Total Shareholders' (Deficit) Equity | $(7,135,717) | $6,042 | - The significant increase in total assets and Class A ordinary shares subject to possible redemption in 2024 is primarily due to the proceeds from the Initial Public Offering and Private Placement being placed in the Trust Account[290] Statements of Operations The statements of operations show that for the year ended December 31, 2024, the company reported a net income of $8,791,874, primarily driven by interest income earned on the Trust Account, offsetting general and administrative costs Statements of Operations Highlights | Metric | For the Year Ended Dec 31, 2024 | For the Period from Dec 18, 2023 (Inception) Through Dec 31, 2023 | | :--------------------------------------------------- | :------------------------------ | :----------------------------------------------------------------- | | General and administrative costs | $830,773 | $18,958 | | Loss from operations | $(830,773) | $(18,958) | | Interest income earned on Trust Account | $9,622,647 | $0 | | Net income (loss) | $8,791,874 | $(18,958) | | Basic net income (loss) per non-redeemable Class A and B ordinary share | $0.34 | $(0.00) | - The company generated significant interest income from the Trust Account in 2024, leading to a net income, whereas the prior period (inception to Dec 31, 2023) showed a net loss from organizational costs[293] Statements of Changes in Shareholders' (Deficit) Equity The statements of changes in shareholders' (deficit) equity illustrate the evolution of equity from inception through December 31, 2024, including the issuance of Founder Shares, Private Placement Units, and the accretion of Class A ordinary shares to their redemption amount Changes in Shareholders' (Deficit) Equity Highlights | Item | December 31, 2023 | December 31, 2024 | | :------------------------------------------------- | :------------------ | :------------------ | | Balance – December 18, 2023 (inception) | $0 | N/A | | Issuance of ordinary shares to Sponsor | $25,000 | N/A | | Net loss (2023) / Net income (2024) | $(18,958) | $8,791,874 | | Sale of Private Placement Units | N/A | $7,250,000 | | Fair Value of Public Warrants at issuance | N/A | $1,437,500 | | Accretion for Class A ordinary shares to redemption amount | N/A | $(24,534,690) | | Total Shareholders' (Deficit) Equity | $6,042 | $(7,135,717) | - The company's equity shifted from a small surplus at the end of 2023 to a deficit by the end of 2024, primarily due to the accretion of Class A ordinary shares to their redemption value, which is treated as a reduction in equity[295][341] Statements of Cash Flows The statements of cash flows detail the cash movements for the year ended December 31, 2024, and the period from inception through December 31, 2023, showing significant cash inflows from financing activities largely offset by investments into the Trust Account Statements of Cash Flows Highlights | Cash Flow Activity | For the Year Ended Dec 31, 2024 | For the Period from Dec 18, 2023 (Inception) Through Dec 31, 2023 | | :------------------------------------------------ | :------------------------------ | :----------------------------------------------------------------- | | Net cash used in operating activities | $(1,319,931) | $0 | | Net cash used in investing activities | $(286,500,000) | $0 | | Net cash provided by financing activities | $290,232,495 | $0 | | Net Change in Cash | $2,412,564 | $0 | | Cash – Ending | $2,412,564 | $0 | - In 2024, the company's cash balance increased significantly due to proceeds from the IPO and Private Placement, which were primarily invested into the Trust Account, while operating activities resulted in a net cash outflow[298] Notes to Financial Statements The notes provide detailed explanations of the company's organization, significant accounting policies, IPO and private placement details, related party transactions, commitments, and equity structure, offering crucial context for the financial figures Note 1 — Description of Organization and Business Operations Churchill Capital Corp IX, incorporated on December 18, 2023, as a Cayman Islands blank check company, completed its IPO in May 2024, placing $287.5 million in a Trust Account for an Initial Business Combination - Churchill Capital Corp IX was incorporated on December 18, 2023, as a Cayman Islands exempted company, operating as a blank check company to effect an Initial Business Combination[301] - The company consummated its IPO on May 6, 2024, raising $287,500,000, and simultaneously sold 725,000 Private Placement Units to the Sponsor for $7,250,000[303] - A total of $287,500,000 was placed in the Trust Account, to be invested in U.S. government treasury bills or money market funds, and will be released upon Business Combination or liquidation[305] - The company must complete an Initial Business Combination with an aggregate fair market value of at least 80% of the Trust Account assets within 24 months (or 27 months under certain conditions) of the IPO closing[308][310] - Geopolitical instability, such as the Russia-Ukraine conflict and Middle East conflict, could adversely affect the company's search for an Initial Business Combination and any target business[314][315] Note 2 — Summary of Significant Accounting Policies Financial statements are prepared in accordance with U.S. GAAP, with the company utilizing exemptions as an emerging growth company, and Class A Ordinary Shares subject to redemption are classified outside of permanent equity - Financial statements are prepared in accordance with U.S. GAAP and SEC rules, presented in U.S. dollars[321] - As an 'emerging growth company,' the company utilizes exemptions from certain reporting requirements and has elected to use the extended transition period for new accounting standards[322][323] - Marketable securities and cash held in the Trust Account are classified as held-to-maturity and recorded at amortized cost[325] - As of December 31, 2024, $296,133,481 was in U.S. Treasury Securities and $2,216 in money market funds[325] - Offering costs are allocated between Class A ordinary shares (charged to temporary equity) and warrants/Private Placement Units (charged to shareholders' deficit equity)[327] - Class A Ordinary Shares subject to possible redemption are classified outside of permanent equity and adjusted to redemption value at each reporting period, with changes affecting additional paid-in capital and accumulated deficit[341] Note 3 — Initial Public Offering The company sold 28,750,000 Units in its IPO, including the full exercise of the over-allotment option, at $10.00 per Unit, each consisting of one Public 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[347] - Each Unit consists of one Public Share and one-quarter of one Public Warrant[347] Note 4 — Private Placement Simultaneously with the IPO, the Sponsor purchased 725,000 Private Placement Units at $10.00 per Unit, with proceeds in the Trust Account funding Public Share redemptions if no Business Combination is completed - Simultaneously with the IPO, the Sponsor purchased 725,000 Private Placement Units at $10.00 per Unit[348] - Each Private Placement Unit includes one Public Share and one-quarter of one Private Warrant[348] - Private Warrants become exercisable 30 days after the Business Combination and do not expire except upon liquidation[348] - Proceeds from Private Placement Units in the Trust Account will fund Public Share redemptions if no Business Combination is completed[348] Note 5 — Related Party Transactions This note details related party transactions, including the Sponsor's acquisition of Founder Shares and Private Placement Units, administrative support reimbursements, and potential working capital loans - Founder Shares: The Sponsor acquired 7,187,500 Class B ordinary shares for $25,000[349] - These shares converted to Public Shares upon full exercise of the over-allotment option and are subject to transfer restrictions[351] - Registration Rights: Holders of Founder Shares, Private Placement Units, and Working Capital Loan units have registration rights[352] - Administrative Support Agreement: The company reimburses the Sponsor or an affiliate $30,000 monthly for office and administrative support, incurring $235,161 in 2024[353] - Related Party Loans: A $600,000 promissory note from the Sponsor to cover IPO expenses was fully repaid by May 8, 2024[354] - Working Capital Loans: The Sponsor or affiliates may loan funds for working capital or transaction costs, with up to $1,500,000 convertible into units[355] - No borrowings existed as of December 31, 2024[355] Note 6 — Commitments and Contingencies Commitments include an upfront underwriting discount and a deferred underwriting commission of $10,062,500 payable upon completion of the Initial Business Combination - The underwriters fully exercised their over-allotment option on May 6, 2024, purchasing 3,750,000 additional Units[356] - An upfront underwriting discount of $5,750,000 was paid, and a deferred underwriting commission of $10,062,500 (3.5% of gross proceeds) is payable upon completion of the Initial Business Combination[357] Note 7 — Shareholders' (Deficit) Equity This note outlines the authorized and outstanding preference, Class A, and Class B ordinary shares, as well as the terms and conditions of the company's warrants - Preference Shares: 5,000,000 authorized, none issued or outstanding[358] - Class A Ordinary Shares: 500,000,000 authorized; 725,000 issued and outstanding (excluding 28,750,000 subject to redemption) as of December 31, 2024[359] - Class B Ordinary Shares: 50,000,000 authorized; 7,187,500 Founder Shares issued and outstanding as of December 31, 2024, no longer subject to forfeiture[360] - Warrants: 7,368,750 Warrants outstanding (7,187,500 Public, 181,250 Private)[361] - Each allows purchase of one Class A ordinary share at $11.50, exercisable 30 days post-Business Combination[364] - Public Warrants are redeemable by the company under certain conditions, while Private Warrants are non-redeemable[364] Note 8 — Fair Value Measurements Fair value is measured using a three-tier hierarchy, with marketable securities in the Trust Account primarily in Level 1, and Public Warrants valued using a Level 3 Lattice methodology - Fair value is measured using a three-tier hierarchy (Level 1, 2, 3) based on observable and unobservable inputs[330][366][367][368] Assets Held in Trust Account (December 31, 2024) | Held to Maturity | Level | Amortized Cost | Unrealized Gain (Loss) | Fair Value | | :----------------------------------- | :---- | :------------- | :--------------------- | :--------- | | Cash invest in money markets | 1 | $2,216 | — | $2,216 | | U.S. Treasury Securities (Matured on 02/06/25) | 1 | $296,120,431 | $13,050 | $296,133,481 | - Public Warrants were valued using a Lattice methodology at a fair value of $0.20 per warrant on May 6, 2024, and are classified as a Level 3 measurement[371] Note 9 — Segment Reporting The company operates as a single reportable segment, with the Chief Financial Officer reviewing overall assets, operating results, and financial metrics - The company has only one reportable segment, as the Chief Financial Officer (CODM) reviews assets, operating results, and financial metrics for the company as a whole[372][373] Key Metrics Reviewed by CODM | Metric | December 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------------ | :------------------ | | Trust Account | $296,122,647 | $0 | | Cash | $2,412,564 | $0 | | General and administrative costs (2024/2023) | $830,773 / $18,958 | $18,958 | | Interest income earned on Trust Account (2024/2023) | $9,622,647 / $0 | $0 | Note 10 — Subsequent Events The company evaluated subsequent events up to the financial statements' issuance date and identified no events requiring adjustment or disclosure beyond what is already described - The company evaluated subsequent events up to the financial statements' issuance date and identified no events requiring adjustment or disclosure, beyond what is already described[378] EXHIBIT INDEX List of Exhibits This section provides a comprehensive list of all exhibits filed as part of the Form 10-K report, including underwriting agreements, organizational documents, trust agreements, and corporate governance policies - The exhibit index includes key documents such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Public and Private Warrant Agreements, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Units Purchase Agreement, Letter Agreement, Administrative Support Agreement, Code of Ethics, Insider Trading Policies, and Compensation Recovery and Clawback Policy[380][381] SIGNATURES Signatures of Officers and Directors This section contains the signatures of the registrant's authorized officers and directors, including the Chief Executive Officer, President, Chairman of the Board, Chief Financial Officer, and Directors, affirming the filing of the report on March 28, 2025 - Michael Klein: Chief Executive Officer, President, and Chairman of the Board of Directors (Principal Executive Officer)[384] - Jay Taragin: Chief Financial Officer (Principal Financial and Accounting Officer)[384] - Stephen Murphy: Director[384] - William Sherman: Director[384] - The report was signed on behalf of Churchill Capital Corp IX on March 28, 2025[383][384]