IPO and Fundraising - The company completed its Initial Public Offering (IPO) on May 6, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at a price of $10.00 per unit[23]. - A private sale of 725,000 Private Placement Units was completed simultaneously with the IPO, generating an additional $7,250,000 in gross proceeds[24]. - The total amount placed in the Trust Account is $287,500,000, which includes $283,558,750 from the IPO and $3,941,250 from the Private Placement[25]. - The company has placed $287,500,000 in the Trust Account following the Initial Public Offering and Private Placement[187]. - As of December 31, 2025, the Trust Account held marketable securities and cash totaling $307,617,399, an increase from $296,122,647 in 2024[198]. Business Combination Details - The company must complete its initial Business Combination by May 6, 2026, or face termination and distribution of Trust Account amounts[26]. - The PlusAI Business Combination is based on a pre-money equity value of PlusAI of $1,200,000,000, subject to adjustments[35]. - The Closing of the PlusAI Business Combination is subject to conditions including shareholder approvals and a Minimum Cash Condition of at least $100,000,000 available in the Trust Account[41]. - The company will undergo a Domestication to become PlusAI Holdings, Inc. prior to the Closing of the Mergers[33]. - The PlusAI Merger Agreement includes customary representations and covenants from both parties to ensure compliance and operational continuity[39]. - The company has the option to extend the Combination Period with shareholder approval, which may affect its Nasdaq listing[27]. - The PlusAI Business Combination is contingent upon stockholders not exercising dissenters' rights and no Material Adverse Effect occurring[42]. - The PlusAI Merger Agreement can be terminated if not consummated by February 17, 2026, or if certain conditions are not met[43]. - PlusAI stockholders have entered into Voting and Support Agreements to facilitate the approval of the Merger Agreement and prevent delays[44]. - The company intends to complete its initial Business Combination using proceeds from its Trust Account, shares, debt, or a combination thereof[75]. Financial Performance and Projections - For the year ended December 31, 2025, the company reported a net income of $8,556,703, which includes $12,494,752 in interest income[196]. - The company incurred $14,560,986 in fees related to the Initial Public Offering, including a cash underwriting fee of $5,750,000[197]. - The company has determined that it currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[207]. - The company may face significant dilution for Public Shareholders due to the nominal purchase price of Founder Shares, which was approximately $0.003 per share[175]. Shareholder Rights and Redemption - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent manipulation[113]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[120]. - The company intends to comply with the substantive and procedural requirements of Regulation 14A for any shareholder vote, even if it cannot maintain its Nasdaq listing[116]. - The redemption process will involve a nominal fee of approximately $100.00 charged by the transfer agent for tendering shares[117]. - Public Shareholders can withdraw their redemption requests up to two business days before the scheduled vote on the Business Combination[118]. Management and Strategy - The Management Team aims to identify high-quality acquisition targets with compelling long-term growth prospects and operational improvement opportunities[51]. - Strategic and Operating Partners will assist in sourcing acquisition targets and enhancing operational performance post-Business Combination[52]. - The company will leverage its network and relationships to identify Business Combination opportunities and accelerate target growth[55]. - The competitive strengths of the Management Team and Strategic Partners provide a significant pipeline of opportunities for evaluation and selection[58]. - The company believes its management team's experience provides a distinct advantage in sourcing and evaluating attractive transaction opportunities[59]. Risks and Challenges - The company may face intense competition from other entities for Business Combinations, which could limit its ability to acquire larger target businesses[135]. - The company’s Sponsor, M. Klein and Company, may have conflicts of interest that could limit the opportunities available for Business Combinations[136]. - There is no guarantee that third parties will execute waivers of claims against the Trust Account, which could expose the company to additional risks[128]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition for opportunities[156]. - The company may not be able to acquire target businesses that cannot provide required financial statements in accordance with federal proxy rules[145]. Regulatory and Compliance - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[146]. - The company has applied for a tax exemption from the Cayman Islands government for a period of 30 years, exempting it from certain taxes on profits and income[147]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[148]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates equals or exceeds $700 million[150]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[151].
Churchill Capital Corp IX(CCIX) - 2025 Q4 - Annual Report