Churchill Capital Corp IX(CCIXU) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Financial Statements 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 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 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 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 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 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 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] - 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] - Simultaneously with the IPO, the Company sold 725,000 private placement units to the Sponsor for $7,250,000[26] - 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] - 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][36] - 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][42] - 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] Note 2 — Summary of Significant Accounting Policies 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] - 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][50] - 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] - 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] - 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] - 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] - Class A ordinary shares subject to possible redemption are classified outside of permanent equity at redemption value, with changes in value recognized immediately[71] Note 3 — Initial Public Offering 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] - 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] Note 4 — Private Placement 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] - Each Private Placement Unit includes one Class A Ordinary Share and one-quarter of one Private Warrant, exercisable at $11.50 per share[76] - Private Warrants are non-redeemable and will not expire except upon liquidation[76] Note 5 — Related Party Transactions 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][80] - Holders of Founder Shares, Private Placement Units, and Working Capital Loan units are entitled to registration rights[81] - 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] - 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] - 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] - 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][86] Note 6 — Commitments and Contingencies 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] - 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] - 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][92] - The Company entered into a Merger Agreement with PlusAI on June 5, 2025, to effect a business combination through a two-step merger[93] Note 7 — Shareholders' Deficit 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] - 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][96] - 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] - 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][101] Note 8 — Fair Value Measurements 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][104][105] - 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][108] - 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] Note 9 — Segment Reporting 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] - 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][114] Note 10 — Subsequent Events 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] - On July 30, 2025, director agreements were entered into, agreeing to pay each independent director $75,000 per annum[117] Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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][122] Recent Developments 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] - On July 30, 2025, director agreements were entered into, providing $75,000 annual cash compensation to each independent director, effective April 1, 2025[123] PlusAI Business Combination 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] - Certain PlusAI stockholders signed Voting and Support Agreements, committing to approve the merger and vote against alternative transactions[125] - 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] Results of Operations 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] | 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 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] Liquidity, Capital Resources and Going Concern 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][135] - 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][137] - 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] - 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][142] Off-Balance Sheet Arrangements 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][144] Contractual obligations 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] - Director agreements, effective April 1, 2025, commit the Company to pay each independent director $75,000 per annum[146] - A deferred underwriting commission of $10,062,500 is payable upon completion of the initial Business Combination[147] - 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] Critical Accounting Estimates and Policies 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] Recent Accounting Standards 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] - Management does not believe other recently issued, but not yet effective, accounting pronouncements will materially affect the Company's financial statements[152] Quantitative and Qualitative Disclosures Regarding Market Risk 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] Controls and Procedures 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 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] - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met, acknowledging inherent limitations and resource constraints[157] Changes in Internal Control over Financial Reporting 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] PART II—OTHER INFORMATION Legal Proceedings 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] Risk Factors 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][163][168] - 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] - 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][166] Unregistered Sales of Equity Securities and Use of Proceeds 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 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] Use of Proceeds 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] Defaults Upon Senior Securities The Company reports no defaults upon senior securities during the period - There were no defaults upon senior securities[171] Mine Safety Disclosures This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[172] Other Information This section provides other information, including a statement on trading arrangements and confirmation of no additional information to report Trading Arrangements 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] Additional Information No additional information is reported under this item - No additional information is reported[174] Exhibits 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] 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]