SPAC Churchill Capital IX (NASDAQ: CCIX) ends PlusAI deal, faces 2026 deadline
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.
Positive
- None.
Negative
- Going concern uncertainty: As of March 31, 2026 the company had $167,798 cash outside the trust, a $664,401 working capital deficit, and discloses substantial doubt about its ability to continue as a going concern without completing a Business Combination by August 6, 2026.
- Terminated Business Combination: The Agreement and Plan of Merger with Plus Automation, Inc. (PlusAI) was mutually terminated effective April 20, 2026 due to market conditions, eliminating the company’s previously identified transaction.
- Rising cost base against limited liquidity: General and administrative costs increased to $1,153,135 for Q1 2026, while the company relies on a $1,500,000 related-party working capital promissory note and has already borrowed $500,000 under it.
Insights
Trust balance is intact, but PlusAI deal loss and tight liquidity create real completion risk.
Churchill Capital Corp IX remains a pre-deal SPAC whose Q1 2026 income of $1,493,975 comes from interest on $310,264,509 in its Trust Account. Operating costs increased to $1,153,135, reflecting deal pursuit and public-company expenses.
Only $167,798 of cash sits outside the Trust, leaving a working capital deficit of $664,401. The sponsor has provided $500,000 via a convertible working-capital note, with $1,000,000 capacity remaining, but this is discretionary sponsor support rather than committed third-party financing.
Management explicitly notes substantial doubt about going concern status because a Business Combination must close by August 6, 2026 or the SPAC will liquidate. The April 2026 mutual termination of the PlusAI merger removes a defined path to de‑SPAC, so investors will need future filings to see whether a new transaction is identified in time.
Key Figures
Key Terms
Trust Account financial
Business Combination financial
Going Concern financial
Permitted Withdrawals financial
Working Capital Loans financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How much net income did Churchill Capital Corp IX (CCIX) report for Q1 2026?
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How many redeemable Class A shares does Churchill Capital Corp IX have and at what value?
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-quarter of one redeemable warrant |
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
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Smaller reporting company | |||||
| Emerging growth company | ||||||
CHURCHILL CAPITAL CORP IX
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| Page | ||||
| Part I. Financial Information |
1 | |||
| Item 1. Financial Statements |
1 | |||
| Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 |
1 | |||
| Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited) |
2 | |||
| Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 and 2025 (Unaudited) |
3 | |||
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited) |
4 | |||
| Notes to Condensed Consolidated Financial Statements (Unaudited) |
5 | |||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 | |||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
22 | |||
| Item 4. Controls and Procedures |
22 | |||
| Part II. Other Information |
24 | |||
| Item 1. Legal Proceedings |
24 | |||
| Item 1A. Risk Factors |
24 | |||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
24 | |||
| Item 3. Defaults Upon Senior Securities |
24 | |||
| Item 4. Mine Safety Disclosures |
24 | |||
| Item 5. Other Information |
24 | |||
| Item 6. Exhibits |
25 | |||
| Signatures |
26 | |||
i
Unless otherwise stated in this Report, or the context otherwise requires, references to:
| • | “2025 AGM” are to our annual general meeting of shareholders held on December 19, 2025; |
| • | “Administrative Support Agreement” are to the Administrative Support Agreement, dated May 1, 2024, which we entered into with an affiliate of our Sponsor (as defined below); |
| • | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| • | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| • | “Board of Directors” or “Board” are to our board of directors; |
| • | “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| • | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| • | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| • | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| • | “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to May 6, 2026 (or August 6, 2026, if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by May 6, 2026), that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| • | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time; |
| • | “Company,” “our,” “we,” or “us” are to Churchill Capital Corp IX, a Cayman Islands exempted company; |
| • | “Compensation Committee” are to the compensation committee of our Board of Directors; |
| • | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below); |
ii
| • | “Deferred Fee” are to the additional fee of $10,062,500 to which the Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business Combination; |
| • | “Director Agreements” are to the Director Agreement, dated July 30, 2025, which we entered into with each of our independent directors, and pursuant to which we agreed to pay each director a cash compensation of $75,000 per annum; |
| • | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| • | “FASB” are to the Financial Accounting Standards Board; |
| • | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| • | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| • | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 6, 2024; |
| • | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| • | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $600,000 issued to our Sponsor on December 18, 2023; |
| • | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on March 22, 2024, as amended, and declared effective on May 1, 2024 (File No. 333-278192); |
| • | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
| • | “Letter Agreement” are to the Letter Agreement, dated May 1, 2024, which we entered into with our Sponsor and our directors and officers; |
| • | “Management” or our “Management Team” are to our executive officers; |
| • | “Merger Sub I” are to AL Merger Sub I, Inc., a Delaware corporation and our direct, wholly-owned subsidiary; |
| • | “Merger Sub II” are to AL Merger Sub II, LLC, a Delaware limited liability company and our direct, wholly-owned subsidiary; |
| • | “Merger Subs” are to Merger Sub I and Merger Sub II, together; |
iii
| • | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| • | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| • | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| • | “Option Units” are to the 3,750,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| • | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| • | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,750,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| • | “Permitted Withdrawals” are to amounts withdrawn from our Trust Account to (i) fund our working capital requirements, subject to an annual limit of $1,000,000, and (ii) pay our taxes, notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals; all Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Account; |
| • | “PlusAI Business Combination” are to the transactions contemplated by the PlusAI Merger Agreement and the related ancillary documents, collectively; |
| • | “PlusAI” are to Plus Automation, Inc., a Delaware corporation; |
| • | “PlusAI Merger Agreement” are to the Agreement and Plan of Merger and Reorganization, dated June 5, 2025 and as amended by the (x) First PlusAI Merger Agreement Amendment and (y) Second PlusAI Merger Agreement Amendment (as defined below), which we entered into with (i) PlusAI and (ii) the Merger Subs; |
| • | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below); |
| • | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units (as defined below) purchased by our Sponsor in the Private Placement; |
| • | “Private Placement Units” are to the units issued to our Sponsor in the Private Placement; |
| • | “Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated May 1, 2024, which we entered into with our Sponsor; |
| • | “Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor in the Private Placement; |
iv
| • | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| • | “Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| • | “Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-quarter of one Public Warrant (as defined below); |
| • | “Public Warrants” are to the redeemable warrants sold as part of the Public Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| • | “Redemption Price” are to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.79 per Public Share as of March 31, 2026 (before taxes payable, if any); |
| • | “Registration Rights Agreement” are to the Registration Rights Agreement, dated May 1, 2024, which we entered into with the Sponsor and the other holders party thereto; |
| • | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026; |
| • | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended; |
| • | “SEC” are to the U.S. Securities and Exchange Commission; |
| • | “Securities Act” are to the Securities Act of 1933, as amended; |
| • | “SPAC” are to a special purpose acquisition company; |
| • | “Sponsor” are to Churchill Sponsor IX LLC, a Delaware limited liability company; |
| • | “Trust Account” are to the U.S.-based trust account in which an amount of $287,500,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| • | “Trust Agreement” are to the Investment Management Trust Agreement, dated May 1, 2024, which we entered into with Continental, as trustee of the Trust Account; |
| • | “Underwriters” are to the several underwriters of the Initial Public Offering; |
| • | “Underwriting Agreement” are to the Underwriting Agreement, dated May 1, 2024, which we entered into with Citigroup Global Markets Inc., as representative of the Underwriters; |
| • | “Units” are to the Private Placement Units and the Public Units, together; |
v
| • | “Warrant Agreements” are to the (i) Public Warrant Agreement, dated May 1, 2024, which we entered into with Continental, as Public Warrant agent and (ii) Private Warrant Agreement, dated May 1, 2024, which we entered into with Continental, as Private Placement Warrant agent, together; |
| • | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; |
| • | “WCL Conversion Units” are the units of our Company that may be issued upon conversion of the total principal amount of the WCL Promissory Note (as defined below) on the date of a Business Combination; |
| • | “WCL Promissory Note” are to the unsecured promissory note we issued to the Sponsor on December 2, 2025 in the aggregate principal amount of up to $1,500,000 for Working Capital Loans (as defined below) the Sponsor may make to us; |
| • | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and |
| • | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. |
vi
March 31, 2026 |
December 31, 2025 |
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| (Unaudited) | ||||||||
| Assets: |
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| Current assets: |
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| Cash |
$ | $ | ||||||
| Prepaid expenses |
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| Short-term prepaid insurance |
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| Total current assets |
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| Marketable securities and cash held in Trust Account |
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| Total Assets |
$ |
$ |
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| Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit: |
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| Current liabilities: |
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| Accrued expenses |
$ | $ | ||||||
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| Total current liabilities |
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| Convertible note - related party |
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| Deferred underwriting fee payable |
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| Total Liabilities |
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| Commitments and Contingencies (Note 6) |
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| Class A ordinary shares subject to possible redemption, |
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| Shareholders’ Deficit |
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| Preference shares, $ |
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| Class A ordinary shares, $ |
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| Class B ordinary shares, $ |
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| Additional paid-in capital |
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| Accumulated deficit |
( |
) | ( |
) | ||||
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| Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
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| Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit |
$ |
$ |
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For the Three Months Ended March 31, |
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2026 |
2025 |
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| General and administrative costs |
$ | $ | ||||||
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| Loss from operations |
( |
) |
( |
) | ||||
| Other income: |
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| Interest income earned on marketable securities and cash held in Trust Account |
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| Total other income |
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| Net income |
$ |
$ |
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| Basic and diluted weighted average Class A redeemable ordinary shares outstanding |
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| Basic and diluted net income per Class A redeemable ordinary share |
$ |
$ |
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| Basic and diluted weighted average non-redeemable Class A and B ordinary shares outstanding |
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| Basic and diluted net income (loss) per non-redeemable Class A and B ordinary share |
$ |
$ |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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| Balance as of January 1, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Accretion of Class A ordinary shares to redemption amount |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
| Net income |
— | — | — | — | — | |||||||||||||||||||||||
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| Balance as of March 31, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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| Balance as of January 1, 2025 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Accretion of Class A ordinary shares to redemption amount |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
| Net income |
— | — | — | — | — | |||||||||||||||||||||||
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| Balance as of March 31, 2025 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Three Months Ended March 31, |
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2026 |
2025 |
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| Cash Flows from Operating Activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: |
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| Interest income earned on Trust Account |
( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: |
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| Prepaid expenses |
( |
) | ( |
) | ||||
| Prepaid insurance |
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| Accrued expenses |
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| Net cash used in operating activities |
( |
) |
( |
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| Cash Flows from Financing Activities: |
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| Proceeds from convertible promissory note - related party |
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| Net cash provided by financing activities |
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| Net Change in Cash |
( |
) | ||||||
| Cash – Beginning of period |
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| Cash – End of period |
$ |
$ |
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| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
For the Three Months Ended March 31, |
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2026 |
2025 |
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Class A |
Class A and B |
Class A |
Class A and B |
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Redeemable |
Non- Redeemable |
Redeemable |
Non- Redeemable |
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| Basic and diluted net income per share: |
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| Numerator: |
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| Allocation of net income |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
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| Weighted-average shares outstanding |
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| Basic and diluted income per share |
$ | $ | $ | $ | ||||||||||||
| Gross proceeds |
$ | |||
| Less: |
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| Proceeds allocated to Public Warrants |
( |
) | ||
| Public Shares issuance costs |
( |
) | ||
| Plus: |
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| Accretion of carrying value to redemption value |
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| |
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| Class A ordinary shares subject to possible redemption, December 31, 2025 |
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| Plus: |
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| Accretion of carrying value to redemption value |
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| |
|
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| Class A ordinary shares subject to possible redemption, March 31, 2026 |
$ |
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| |
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| • | in whole and not in part; |
| • | at a price of $ |
| • | upon not less than “30-day redemption period”); and |
| • | if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $ |
Amortized Cost |
Unrealized Gain |
Fair Value |
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| March 31, 2026 |
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| Cash held in Trust Account |
$ | $ | $ | |||||||||
| December 31, 2025 |
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| U.S. Treasury Securities (Matured on |
$ | $ | $ | |||||||||
March 31, 2026 |
December 31, 2025 |
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Marketable securities and cash held in Trust Account |
$ | $ | ||||||
Cash |
$ | $ | ||||||
For the Three Months Ended March 31, 2026 |
For the Three Months Ended March 31, 2025 |
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General and administrative costs |
$ | $ | ||||||
Interest income earned on marketable securities and cash held in Trust Account |
$ | $ | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combination and financing thereof and related matters and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21 E of the Exchange Act. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”
Overview
We are a blank check company incorporated in the Cayman Islands on December 18, 2023, formed for the purpose of effecting a Business Combination with one or more businesses that we have not yet identified. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on a target in an industry where we believe our Management Team and founder’s expertise will provide us with a competitive advantage. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be realized.
Our IPO Registration Statement became effective on May 1, 2024. On May 6, 2024, we consummated our Initial Public Offering of 28,750,000 Units, including 3,750,000 Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Class A Ordinary Share and one-quarter of one Public Warrant. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $287,500,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 725,000 Private Placement Units to the Sponsor in the private placement at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to us of $7,250,000. The Private Placement Units (and underlying securities) are identical to the Units, except as otherwise disclosed in the IPO Registration Statement.
Following the closing of the Initial Public Offering and Private Placement, an amount of $287,500,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We have until August 6, 2026 (27 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to our amended and restated memorandum and articles of association, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.
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We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq rules currently require special purpose acquisition companies (such as us) to complete our initial Business Combination within 36 months following the effective date of our IPO Registration Statement. If we do not meet such 36-month requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Termination of PlusAI Business Combination Agreement
On June 5, 2025, we entered into the PlusAI Merger Agreement with (i) PlusAI and (ii) the Merger Subs. On April 20, 2026, we and PlusAI entered into a Termination Agreement pursuant to which the PlusAI Merger Agreement was terminated by mutual consent, effective as of April 20, 2026, due to market conditions. As a result of the mutual termination of the PlusAI Merger Agreement, that agreement became of no further force and effect, except as set forth in the Termination Agreement. The mutual termination of the PlusAI Merger Agreement also terminated and made void the transaction agreements that were entered into in connection with the PlusAI Merger Agreement.
In view of the termination of the PlusAI Merger Agreement, we cancelled the extraordinary general meeting of shareholders previously scheduled for 10:00 a.m. Eastern Time on April 24, 2026 and the related redemption deadline.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 18, 2023 (inception) through March 31, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) pursuing the then-prospective PlusAI Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended March 31, 2026, we had net income of $1,493,975, which includes $2,647,110 of interest income earned on Trust Account, offset by $1,153,135 of general and administrative costs.
For the three months ended March 31, 2025, we had net income of $2,714,137, which includes $2,997,592 of interest income earned on Trust Account, offset by $283,455 of general and administrative costs.
Liquidity, Capital Resources and Going Concern
Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $287,500,000 was placed in the Trust Account. We incurred fees of $14,560,986 in the Initial Public Offering, consisting of $5,750,000 of cash underwriting fee, the Deferred Fee of $10,062,500 and $557,236 of other offering costs, which was offset by reimbursement from the Underwriters of $1,808,750.
As of March 31, 2026, and December 31, 2025, we had marketable securities and cash held in the Trust Account of $310,264,509 and $307,617,399, respectively (including interest income). We may withdraw interest from the Trust Account to pay taxes, if any, and other Permitted Withdrawals. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
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As of March 31, 2026 and December 31, 2025, we had cash held outside of the Trust Account of $167,798 and $2,469, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our liquidity needs through March 31, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) Permitted Withdrawals, (iii) loans pursuant to the IPO Promissory Note and the WCL Promissory Note and (iv) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.
Permitted Withdrawals
To fund working capital, we have Permitted Withdrawals available from the Trust Account up to an annual limit of $1,000,000. These Permitted Withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. During the year ended December 31, 2024, we withdrew $1,000,000 in interest for working capital purposes pursuant to Permitted Withdrawals and had no further amounts available for Permitted Withdrawals until May 6, 2025, which was the one-year anniversary of the Initial Public Offering. For the year ended December 31, 2025, we withdrew another $1,000,000 in interest from the Trust Account for working capital purposes pursuant to Permitted Withdrawals and have no further amounts available for permitted withdrawals until May 6, 2026, which is the two-year anniversary of the Initial Public Offering.
Working Capital Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. If the Sponsor or its assigns or successors makes any Working Capital Loans, up to $1,500,000 of such Working Capital Loans may be converted into WCL Conversion Units at a price of $10.00 per unit at the option of the lender. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).
On December 2, 2025, we issued the WCL Promissory Note in the aggregate principal amount of up to $1,500,000 to the Sponsor, for any Working Capital Loans the Sponsor may make to us. The WCL Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination and our liquidation. Amounts outstanding under the WCL Promissory Note are convertible, at the option of the Sponsor, into WCL Conversion Units, at a conversion price of $10.00 per WCL Conversion Unit, with each WCL Conversion Unit consisting of Class A Ordinary Share and one-quarter of one warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50 per share, subject to adjustment as provided in the IPO Registration Statement. Any WCL Conversion Units (and underlying securities) will be identical to the Private Placement Units (and underlying securities). The WCL Conversion Units are entitled to registration rights.
As of March 31, 2026, and December 31, 2025, the Company borrowed $500,000 and $0, respectively, under the WCL Promissory Note. As of March 31, 2026, the Company has $1,000,000 available under the WCL Promissory Note.
Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements and the notes thereto included elsewhere in this Report are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 6, 2026. We intend to complete a Business Combination before the end of the Combination Period; however, there can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Support Agreement
The Company entered into an agreement, commencing on May 2, 2024, that the Company will reimburse an affiliate of the Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2026, the Company incurred and accrued $90,000 in fees which is included within accrued expenses on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2025, the Company incurred and paid $90,000 for these services.
Underwriting Agreement
We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Option Units to cover over-allotments, if any. On May 6, 2024, the Underwriters fully exercised their Over-Allotment Option.
The Underwriters were paid a cash underwriting discount of $5,750,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering (including the Option Units)). In addition, the Underwriters agreed to reimburse us for certain expenses in connection with the Initial Public Offering. On May 6, 2024, we received a reimbursement from the Underwriters of $1,808,750 at the Initial Public Offering.
Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equates to $10,062,500 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.
Advisory Agreement
On June 4, 2025, we entered into an advisory agreement (the “Advisory Agreement”) with Citigroup Global Markets Inc., representative of the Underwriters (the “Advisor”), to provide capital market advisory services in connection with the completion of the PlusAI Business Combination. Following the termination of the PlusAI Merger Agreement, Churchill terminated the Advisory Agreement in accordance with its terms. The Advisor is not entitled to any cash fee as a result of the termination.
Registration Rights Agreement
The holders of the (i) Founder Shares, (ii) Private Placement Units and (iii) WCL Conversion Units, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; and (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination.
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Director Agreements
On July 30, 2025, the Company entered into a Director Agreement with each of the three independent directors of the Company, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $75,000 per annum, beginning on the later of their date of appointment and April 1, 2025. For the three months ended March 31, 2026, the Company incurred $56,250 in fees related to the Director Agreements, and $56,250 is included in accrued expenses within the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. For the three months ended March 31, 2025, the Company did not incur any fees related to the Director Agreements.
Legal and Due Diligence Fees
On April 22, 2025, we entered into an agreement for legal services. All fees related to the agreement are contingent upon the completion of a Business Combination. Upon the completion of the Business Combination, in addition to payment of incurred fees, we will pay a premium ranging from 50% to 100% of the fees incurred, with the percentage paid to be determined at our discretion. As of March 31, 2026 and December 31, 2025, we had incurred approximately $4,570,000 and $3,420,000 of fees, respectively, in connection with such agreement. These fees are not reflected in the consolidated financial statements included elsewhere in this Report and will be recorded when the Business Combination is considered probable.
On May 2, 2025, we entered into an agreement for due diligence services. The total fee related to the due diligence services was $1,050,000, of which $900,000 was paid and included in the consolidated statements of operations of the consolidated financial statements included elsewhere in this Report. The remaining $150,000 is subject to customer satisfaction and due upon the consummation of a Business Combination. The remaining amount is not reflected in the consolidated financial statements included elsewhere in this Report.
Critical Accounting Estimates and Policies
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of March 31, 2026 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact these standards will have on it unaudited condensed financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter ended March 31, 2026.
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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| No. | Description of Exhibit | |
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Link base Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Link base Document | |
| 101.LAB* | XBRL Taxonomy Extension Labels Link base Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Link base Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHURCHILL CAPITAL CORP IX | ||||||
| Date: May 15, 2026 | By: | /s/ Michael Klein | ||||
| Name: | Michael Klein | |||||
| Title: | Chief Executive Officer, President, and Chairman of the (Principal Executive Officer) | |||||
| Date: May 15, 2026 | By: | /s/ Jay Taragin | ||||
| Name: | Jay Taragin | |||||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
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