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 $2,469 available from the proceeds of its Initial Public Offering and Private Placement as of December 31, 2025, to cover potential claims and liquidation costs[132]. - The company has placed $287,500,000 in the Trust Account following the Initial Public Offering and Private Placement[187]. Business Combination Plans - 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 plans to complete the PlusAI Business Combination by May 6, 2026, or August 6, 2026, if certain conditions are met[188]. - The company intends to complete its initial Business Combination using proceeds from its Trust Account, shares, debt, or a combination thereof[75]. 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 large block accumulations[113]. - The company will provide Public Shareholders the opportunity to redeem their shares either through a general meeting or a tender offer, depending on the transaction structure[106]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[120]. - A quorum for shareholder meetings requires at least one-third (1/3) of the voting power of all issued and outstanding Ordinary Shares, with 10,418,751 shares (36.2%) needed for approval of the initial Business Combination[109]. - The company may conduct redemptions without shareholder votes unless required by law or stock exchange rules[90]. Financial Performance and Projections - For the year ended December 31, 2025, the company reported a net income of $8,556,703, including $12,494,752 in interest income from marketable securities[196]. - As of December 31, 2025, the company held $307,617,399 in marketable securities and cash in the Trust Account[198]. - The company has substantial doubt about its ability to continue as a "going concern" due to potential financing needs for completing its initial Business Combination[165]. - The expected Redemption Price upon dissolution is approximately $10.70 per Public Share as of December 31, 2025, but actual amounts may be lower due to creditor claims[127]. - The company will redeem Public Shares at a price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares if it fails to complete a Business Combination within the Combination Period[122]. Management and Operational Strategy - The Management Team aims to generate attractive returns by selecting high-quality targets with compelling growth prospects[51]. - Strategic and Operating Partners will assist in sourcing acquisition targets and enhancing operational performance post-Business Combination[52]. - The company employs a proactive sourcing strategy leveraging relationships with industry and financial networks to identify Business Combination opportunities[55]. - The company emphasizes the importance of a committed and capable management team in potential target businesses[59]. - The company plans to focus its search for an initial Business Combination in a single industry, which may limit diversification and increase risk[86]. Regulatory and Compliance Issues - 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 is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[151]. - The company intends to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote, even if it cannot maintain its Nasdaq listing[116]. Risks and Challenges - The company may face intense competition from other entities for target business acquisitions, which could limit its ability to complete a Business Combination[135]. - There are potential conflicts of interest involving the Sponsor and its affiliates, which may limit the company's acquisition opportunities[136]. - 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 complete its initial Business Combination, including the PlusAI Business Combination, within the Combination Period, which could lead to liquidation and redemption of Public Shares[154]. - The company may not be able to acquire target businesses that cannot provide required financial statements in accordance with federal proxy rules[145].
Churchill Capital Corp IX(CCIXU) - 2025 Q4 - Annual Report