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Churchill Sponsor IX LLC, M. Klein Associates, Inc. and Michael Klein report they beneficially own 7,912,500 Ordinary Shares, representing 21.6% of the Class A shares on a converted basis. The filing amends prior Schedule 13D disclosures to describe a Merger Agreement under which Churchill Capital Corp IX will combine with Plus Automation, Inc. in a two-step merger structure and to summarize related revised agreements.
The amendment describes an Amended and Restated Registration Rights Agreement obligating the issuer to file a resale registration statement within 15 business days of closing and use commercially reasonable efforts to have it effective within statutory timing windows. It also describes an Amended and Restated Sponsor Agreement in which the Sponsor and Insiders agree to vote in favor of the mergers and accept certain transfer restrictions and waivers tied to the transactions.
Churchill Capital Corp IX (CCIX) proposes a business combination with Plus Automation, Inc. (PlusAI) that would domesticate CCIX from the Cayman Islands to Delaware and rename it PlusAI Holdings, Inc. The Merger Agreement sets an Equity Value of $1,200,000,000 plus any net proceeds from permitted pre-closing financings, paid in Post-Closing Company common stock. The deal contemplates up to 15,000,000 Earnout Shares payable on price milestones and assumes conversion of PlusAI preferred stock and SAFEs into common stock at closing. CCIX completed an IPO that deposited $287.5 million into a trust account; redemptions by public shareholders reduce Available Closing SPAC Cash under illustrated scenarios producing estimated net cash per CCIX share of $7.56 (no redemptions), $6.85 (25%), $5.68 (50%) and $0.44 (maximum redemptions). Ocean Tomo provided a written fairness opinion to CCIX shareholders. The proxy lists nine shareholder proposals including approval of the Merger, Domestication, organizational documents, stock issuance, Incentive Plan and ESPP, director elections and possible adjournment.
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