Churchill Capital Corp IX/Cayman SEC Filings

Churchill Capital Corp IX is having its Class A ordinary shares, warrants, and units removed from listing and/or registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states that it has complied with its own rules and the requirements of 17 CFR 240.12d2-2(b) to strike these securities from listing and/or withdraw their registration. The company is also noted as having complied, where applicable, with the Exchange’s rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal of a class of securities from listing and registration.

Churchill Capital Corp IX is winding down after its board determined it cannot complete a business combination by August 6, 2026, the deadline in its Amended and Restated Memorandum and Articles of Association. The company will cease operations other than for winding up, redeem all public Class A ordinary shares, and then seek shareholder and board approval to dissolve and liquidate, subject to Cayman Islands law and creditor claims.

All public Class A shares sold in the IPO will be redeemed for cash equal to the trust account balance (including interest, net of permitted withdrawals and up to $100,000 for dissolution expenses) divided by shares, for an estimated $10.89 per share. The redemption is expected to be paid by July 28, 2026; the last trading day on Nasdaq is July 27, 2026, after which the shares will be cancelled and represent only the right to receive the Redemption Amount. Warrants receive no redemption or liquidation distribution and will expire worthless. The company expects Nasdaq to file a Form 25 to delist its securities, followed by a Form 15 to suspend reporting obligations.

Churchill Capital Corp IX reported Q1 2026 net income of $1,493,975, driven entirely by interest on its trust investments. The SPAC earned $2,647,110 of interest income on $310,264,509 of marketable securities and cash held in its Trust Account, while general and administrative costs rose to $1,153,135.

Cash outside the Trust Account was $167,798 with a working capital deficit of $664,401, partly offset by a $500,000 related-party working capital loan under a $1,500,000 promissory note. Management disclosed that these liquidity constraints and the requirement to complete a Business Combination by August 6, 2026 raise substantial doubt about the company’s ability to continue as a going concern.

The company terminated its previously agreed Business Combination with Plus Automation, Inc. (PlusAI) on April 20, 2026 by mutual consent due to market conditions, and continues to seek an alternative target while 28,750,000 Class A ordinary shares remain redeemable at approximately $10.79 per share.

Churchill Capital Corp IX/Cayman reports that Fort Baker Capital Management LP (with Fort Baker Capital, LLC as GP and Steven Patrick Pigott as CIO) beneficially owns 1,455,889 Class A ordinary shares, representing 4.9% of the Class A shares. Shares outstanding were 29,475,000 as of February 5, 2026.

The filing states shared voting and shared dispositive power over the reported shares and disclaims group membership and broader beneficial ownership beyond each reporting person’s pecuniary interest.

Churchill Capital Corp IX Schedule 13G/A: The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of 840,243 shares of Class A Ordinary Shares, representing 2.9% of the class (cover page figures). The filing is an amendment and includes a Joint Filing Agreement and subsidiary attribution showing Goldman Sachs & Co. LLC as the reporting subsidiary. Signatures are dated 04/24/2026.

W. R. Berkley Corporation reports beneficial ownership of 1,810,437 Class A ordinary shares of Churchill Capital Corp IX. The filing states this equals 6.1% of the class and records shared voting and dispositive power over those shares. CUSIP: G21301109; report date: 03/31/2026.

Churchill Capital Corp IX and Plus Automation, Inc. requested withdrawal of the Registration Statement on Form S-4 (File No. 333-290370). The filing was originally submitted on September 19, 2025 and was declared effective on April 2, 2026; the request is dated April 22, 2026. The registrants state they no longer plan to consummate the business combination described in the registration statement and confirm that no securities have been sold under it. The letter requests that fees paid be credited for future use under Rule 457(p) and asks the Commission to send the written withdrawal order to designated company officers and counsel.

Churchill Capital Corp IX announced that it has mutually agreed with Plus Automation, Inc. (PlusAI) to terminate their previously signed Agreement and Plan of Merger and Reorganization, effective April 20, 2026, citing market conditions. This decision ends Churchill’s planned business combination with PlusAI.

Following the termination, Churchill cancelled its extraordinary general meeting of shareholders that had been scheduled for 10:00 a.m. Eastern Time on April 24, 2026, along with the associated redemption deadline, signaling that the proposed transaction will no longer proceed to a shareholder vote.

Churchill Capital Corp IX disclosed a PlusAI investor presentation describing the proposed business combination and related proxy/prospectus materials tied to the Registration Statement (File No. 333-290370). The presentation outlines PlusAI's autonomous-trucking strategy, partners (including TRATON, Hyundai, Iveco), revenue model and risks, and notes the Registration Statement was declared effective on April 2, 2026.

The slides state PlusAI projects recurring, per-mile software revenue with an illustrative ~$40k annual revenue per truck and a target gross margin of ~85%, target commercial deployment in 2027, and identify material weaknesses in internal control for years ended December 31, 2025 and December 31, 2024. The presentation reiterates forward-looking disclaimers and that the TRATON arrangement is governed by a non-binding agreement under negotiation.