Part I. Financial Information Financial Statements For the six months ended June 30, 2025, Churchill Capital Corp IX reported a net income of $3.56 million, primarily driven by $6.18 million in interest income from its Trust Account, offset by $2.62 million in general and administrative expenses Condensed Consolidated Balance Sheets As of June 30, 2025, the company's total assets were $303.15 million, a slight increase from $299.12 million at year-end 2024, primarily due to interest earned on marketable securities held in the Trust Account Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $426,052 | $2,412,564 | | 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 For the three and six months ended June 30, 2025, the company reported net income of $842,372 and $3,556,509, respectively, primarily from interest earned on the Trust Account Statement of Operations Summary (Unaudited) | Period | General & Administrative Expenses | Interest Income on Trust Account | Net Income | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2025 | $2,338,661 | $3,181,033 | $842,372 | | Three Months Ended June 30, 2024 | $298,162 | $2,260,889 | $1,962,727 | | Six Months Ended June 30, 2025 | $2,622,116 | $6,178,625 | $3,556,509 | | Six Months Ended June 30, 2024 | $322,254 | $2,260,889 | $1,938,635 | Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was $1.99 million, primarily due to non-cash interest income and increases in prepaid and accrued expenses Cash Flow Summary for Six Months Ended June 30 | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | 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 The notes detail the company's SPAC status, its IPO, the establishment of a $287.5 million Trust Account, and the signing of a definitive merger agreement with Plus Automation, Inc - The company is a SPAC incorporated on December 18, 2023, and consummated its Initial Public Offering of 28,750,000 units on May 6, 2024, raising gross proceeds of $287.5 million2326 - On June 5, 2025, the company entered into a definitive Merger Agreement with Plus Automation, Inc. ("PlusAI"), with a deadline to complete the initial Business Combination by August 8, 20263629 - A mandatory liquidation if a Business Combination is not completed by the deadline raises substantial doubt about the company's ability to continue as a going concern44 - The company has significant contingent liabilities, including a $10.06 million deferred underwriting fee and a potential $7 million advisory fee with Citigroup, payable upon completion of a Business Combination8990 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company, its primary activity of seeking a business combination, and the execution of a merger agreement with PlusAI on June 5, 2025 - The company is a blank check company whose activities since its December 2023 inception have been organizational, preparing for its IPO, and identifying a target for a Business Combination120128 - On June 5, 2025, the Company entered into a definitive Merger Agreement with Plus Automation, Inc. (PlusAI), marking a significant step towards its initial Business Combination124 Results of Operations Highlights | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | Q2 2025 | $842,372 | $3.18M interest income offset by $2.34M G&A costs | | Q2 2024 | $1,962,727 | $2.26M interest income offset by $298k G&A costs | | H1 2025 | $3,556,509 | $6.18M interest income offset by $2.62M G&A costs | | H1 2024 | $1,938,635 | $2.26M interest income offset by $322k G&A costs | - The company's mandatory liquidation if a Business Combination is not completed by the deadline (currently August 8, 2026) raises substantial doubt about its ability to continue as a going concern142 Quantitative and Qualitative Disclosures Regarding Market Risk The company is a smaller reporting company and is therefore not required to provide the information for this item - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk153 Controls and Procedures Management evaluated the company's disclosure controls and procedures, concluding they were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the company's Certifying Officers concluded that disclosure controls and procedures were effective as of the end of the fiscal quarter ended June 30, 2025156 - There were no material changes to the company's internal control over financial reporting during the quarter158 Part II. Other Information Legal Proceedings The company reports that there is no material litigation currently pending or contemplated against the company, its subsidiaries, or its officers and directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company161 Risk Factors The company states there have been no material changes to its previously disclosed risk factors, except for new risks specifically related to the pending merger with PlusAI - New risk factors have been introduced related to the pending Initial Business Combination with PlusAI162 - Key risks include the potential for the merger not to be consummated, the incurrence of significant expenses regardless of the outcome, and restrictions on pursuing alternative transactions163164 - The issuance of Class A common stock upon closing the transaction will cause dilution to existing shareholders165 Unregistered Sales of Equity Securities and Use of Proceeds The company reported no sales of unregistered securities during the quarter ended June 30, 2025, and no material change in the planned use of IPO proceeds - There were no sales of unregistered securities during the quarterly period169 - There has been no material change in the planned use of proceeds from the Initial Public Offering170 Defaults Upon Senior Securities The company reported no defaults upon senior securities - None171 Mine Safety Disclosures This item is not applicable to the company - Not applicable172 Other Information During the quarter, none of the company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter173 Exhibits This section lists the exhibits filed as part of the quarterly report, including the Merger Agreement with PlusAI and various officer certifications - Exhibits filed with the report include the Agreement and Plan of Merger with Plus Automation, Inc., related sponsor and support agreements, and officer certifications176
Churchill Capital Corp IX(CCIX) - 2025 Q2 - Quarterly Report