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  4. [8-K] Churchill Capital Corp IX/Cayman Reports Material Event

Churchill Capital Corp IX (NASDAQ: CCIX) plans July 2026 liquidation

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • All public shares redeemed; company liquidating — Churchill Capital Corp IX will wind up, redeem all public Class A shares, and then dissolve instead of completing a business combination.
  • Warrants expire worthless; Nasdaq delisting — public warrants receive no liquidation distribution and will expire worthless, and the company’s securities will be delisted from Nasdaq after July 27, 2026.

Filing Explained

The July 14 filing adds that the sponsor has waived redemption rights for its Class A and Class B shares, so the announced trust-account redemption is limited to public shares and remains expected rather than completed.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Business combination deadline August 6, 2026 Date by which the company had to consummate a business combination under its charter
Estimated redemption price approximately $10.89 per share Expected cash per public Class A share from the trust account at liquidation
Working capital withdrawals cap $1,000,000 per year Annual limit on trust interest withdrawn to fund working capital requirements
Dissolution expenses interest cap $100,000 Maximum interest from the trust allocated to pay dissolution expenses
Last Nasdaq trading day July 27, 2026 Final day CCIX securities are expected to trade on The Nasdaq Stock Market LLC
Share cancellation date July 28, 2026 Effective close of business when public shares are cancelled and represent only redemption rights
Warrant exercise price $11.50 per share Exercise price of each whole warrant for one Class A ordinary share before warrants expire worthless
business combination financial
"unable to consummate a business combination by August 6, 2026"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Trust Account financial
"aggregate amount then on deposit in the Company’s trust account (the “Trust Account”) including interest"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Redemption Amount financial
"expected to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”)"
permitted withdrawals financial
"interest shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000, and to pay its taxes (“permitted withdrawals”)"
Form 25 regulatory
"expects that Nasdaq will file a Form 25 with the (the “Commission”) to delist the Company’s securities"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

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FAQ

Why is Churchill Capital Corp IX (CCIX) liquidating instead of completing a merger?
Churchill Capital Corp IX is liquidating because its board determined it cannot complete a business combination by the August 6, 2026 deadline in its Amended and Restated Memorandum and Articles of Association, so it will redeem all public Class A shares and then dissolve and liquidate.

What redemption amount will CCIX public shareholders receive and when is it paid?
Public shareholders are expected to receive an estimated redemption price of approximately $10.89 per share. The cash will come from the trust account and the Redemption Amount is expected to be paid out by July 28, 2026, after shares are submitted or processed through brokers.

How are CCIX warrants treated in the liquidation?
CCIX warrants receive no redemption rights or liquidating distributions. The company states that its warrants will expire worthless in connection with the wind-up and liquidation, so only holders of public Class A ordinary shares participate in the cash Redemption Amount.

What happens to CCIX’s Nasdaq listing and SEC reporting after the redemption?
The last day CCIX securities trade on Nasdaq will be July 27, 2026. After the July 28, 2026 close, public shares are cancelled. Nasdaq is expected to file a Form 25 to delist, and the company then plans to file Form 15 to suspend reporting obligations.

Do CCIX shareholders need to take action to receive the redemption proceeds?
Record holders must deliver their public shares to Continental Stock Transfer & Trust Company to receive their pro rata redemption. Beneficial owners holding CCIX public shares in street name through a broker or bank do not need to take any action to receive the Redemption Amount.

What role does the CCIX sponsor play in the liquidation and trust account?
The sponsor has agreed to waive its redemption rights with respect to monies in the trust account for its Class A and Class B ordinary shares. This means only public shareholders participate in the cash Redemption Amount from the trust account upon liquidation.
Churchill Capital Corp IX/Cayman false 0002006291 0002006291 2026-07-14 2026-07-14 0002006291 ccixu:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneQuarterOfOneRedeemableWarrantMember 2026-07-14 2026-07-14 0002006291 us-gaap:CapitalUnitClassAMember 2026-07-14 2026-07-14 0002006291 ccixu:WarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf11.50PerShareMember 2026-07-14 2026-07-14
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2026

 

 

CHURCHILL CAPITAL CORP IX

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-42041   86-1885237
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 380-7500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant   CCIXU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   CCIX   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   CCIXW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

On July 14, 2026, the board of directors (the “Board”) of Churchill Capital Corp IX (the “Company”) determined that the Company is unable to consummate a business combination by August 6, 2026, which is the deadline under its Amended and Restated Memorandum and Articles of Association. Accordingly, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), that were included in the units issued in the Company’s initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”) including interest earned (which interest shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000, and to pay its taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company’s sponsor has previously agreed to waive its redemption rights with respect to monies held in the Trust Account with respect to its Class A Ordinary Shares and its shares of the Company’s Class B ordinary shares, par value $0.0001 per share.

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out by July 28, 2026.

The last day that the Company’s securities will trade on The Nasdaq Stock Market LLC (“Nasdaq”) will be July 27, 2026. Effective as of the close of business on July 28, 2026, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

On July 14, 2026, the Company issued a press release announcing the Redemption, dissolution and liquidation. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		   

Description

99.1    Press Release, dated July 14, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

 

CHURCHILL CAPITAL CORP IX
By:  

/s/ Jay Taragin

Name:   Jay Taragin
Title:   Chief Financial Officer

Dated: July 14, 2026

Exhibit 99.1

Churchill Capital Corp IX Announces its Intention to Liquidate

New York, New York, July 14, 2026 — Churchill Capital Corp IX (NASDAQ: CCIX) (the “Company”), a publicly traded special purpose acquisition company, today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), sold in its initial public offering (the “public shares”) because the Company is unable to complete an initial business combination by the deadline under its Amended and Restated Memorandum and Articles of Association.

Accordingly, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account including interest earned (which interest shall be net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $1,000,000, and to pay our taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company’s sponsor has previously agreed to waive its redemption rights with respect to monies held in the trust account with respect to its Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company.

In order to provide for the disbursement of funds from its trust account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust operating account while awaiting disbursement to the holders of the public shares. The Company expects to redeem all of the outstanding public shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the trust account. Record holders of public shares will receive their pro rata portion of the proceeds of the trust account by delivering their public shares to Continental, the Company’s transfer agent. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out by July 28, 2026.

The last day that the Company’s securities will trade on The Nasdaq Stock Market LLC (“Nasdaq”) will be July 27, 2026. Effective as of the close of business on July 28, 2026, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Forward-Looking Statements

This press release, and oral statements made from time to time by representatives of the Company, may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-

looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for its initial public offering, its annual reports on Form 10-K and its quarterly reports on Form 10-Q each filed with the Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contact:

Churchill Capital Corp IX

info@churchillcapitalcorp.com

212-380-7500

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Press Releases

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