Churchill Capital Corp IX/Cayman SEC Filings

Churchill Capital Corp IX has a proxy statement/prospectus covering up to 201,517,063 shares of Class A common stock in connection with its proposed business combination with Plus Automation, Inc. (PlusAI). This supplement attaches a new current report and updates the earlier proxy statement/prospectus.

The extraordinary general meeting to approve the PlusAI merger has been postponed from February 3, 2026 to February 11, 2026, giving Churchill more time to engage with shareholders. The deadline for public shareholders to submit or revoke redemption requests is extended to 5:00 p.m. Eastern time on February 9, 2026. Shareholders of record as of January 7, 2026 may vote, and previously submitted valid proxies remain effective.

The Churchill board continues to recommend that shareholders vote in favor of the business combination and related proposals. If the transaction closes and all listing requirements are met, the combined company intends to list its common stock and public warrants on Nasdaq under the symbols “PLS” and “PLSW”, respectively.

Churchill Capital Corp IX presents a webcast discussion with PlusAI’s co-founders about their planned merger and path to commercializing autonomous trucking software. PlusAI develops an AI-based virtual driver for factory-built autonomous trucks and partners with major global truck makers such as TRATON brands, Hyundai, Iveco and others to embed its software into future vehicles.

The team highlights a capital-light, SaaS-style model, saying PlusAI expects to need less than $200 million to reach commercial deployment and about $300 million to break even, with a targeted gross margin of over 85%. They state the merger with Churchill IX is designed to raise a few hundred million dollars, which they believe is sufficient to fund commercial launch without additional capital raises.

Management outlines a roadmap focused on commercial readiness and large-scale trials in 2026, followed by broader commercial deployment with OEM partners starting in 2027. They emphasize existing long-term agreements, multi-continent testing, and a regulatory environment in the U.S. and Europe that they say already permits driverless truck operations in many regions.

Churchill Capital Corp IX and Plus Automation (PlusAI) highlight an expanded strategic partnership with TRATON Group tied to their planned business combination. PlusAI and TRATON have signed a non-binding letter of intent under which TRATON would commit up to $25,000,000 in non‑dilutive research and development funding to accelerate integration of PlusAI’s SuperDrive™ autonomous driving software into TRATON’s truck brands in the U.S. and Europe.

In connection with the closing of the Churchill IX–PlusAI business combination, the successor company expects to issue TRATON, or an affiliate, a warrant to purchase up to 5,000,000 shares of Class A common stock at an exercise price of $11.50 per share. The warrant becomes exercisable in stages as the company recognizes $400 million in cumulative revenue from TRATON. TRATON is also expected to gain the right to designate one director to the post‑merger company’s board, subject to customary qualifications.

Churchill Capital Corp IX reported that Plus Automation, Inc. (“PlusAI”) has signed a non-binding letter of intent with TRATON Group to accelerate research and development for on-highway autonomous trucking in the U.S. and Europe under an existing collaboration. The LOI contemplates that TRATON will pay $25,000,000 to PlusAI over time under an agreed work schedule and, after the closing of the business combination between PlusAI and Churchill IX, the combined company would issue TRATON or an affiliate a warrant to purchase up to 5,000,000 shares of Class A common stock at an exercise price of $11.50 per share. The warrant would vest in stages as the combined company recognizes a total of $400 million in revenue from TRATON and would expire seven years after issuance. TRATON would also gain a one-time right to designate a single director to the combined company’s board, subject to customary qualifications.

Churchill Capital Corp IX highlights a new strategic partnership between PlusAI and Tokyo-based T2 Inc. to deploy Level 4 autonomous trucks in Japan. The collaboration combines T2’s logistics and technology expertise in Japan with PlusAI’s experience running commercial autonomous trucking programs with major global truck makers in the U.S. and Europe.

Mitsui & Co. has made an investment in PlusAI in support of this partnership, underscoring its interest in next-generation mobility and Japan’s logistics infrastructure. The communication also reminds shareholders that PlusAI plans to go public via a business combination with Churchill Capital Corp IX, for which a registration statement is effective and proxy materials are being mailed for a shareholder vote.

Churchill Capital Corp IX filed an amended Form S-4 to register up to 201,517,063 shares of Class A common stock for its proposed merger with Plus Automation, Inc. (“PlusAI”). The SPAC will first domesticate from the Cayman Islands to Delaware and then merge its subsidiaries with PlusAI, creating “PlusAI Holdings, Inc.” as the new public company.

PlusAI equity holders will receive stock valued off a $1.2 billion equity value, paid entirely in shares at $10.00 per share, plus the contingent right to up to 15,000,000 additional earnout shares if post-closing price targets or a qualifying change in control are achieved. Pro forma, PlusAI holders are expected to own roughly three-quarters or more of the combined company, while public SPAC holders’ stake varies significantly with redemption levels.

Churchill Capital Corp IX is calling an annual general meeting on December 19, 2025 to vote on a single item: ratifying WithumSmith+Brown, PC as its independent registered public accounting firm for the fiscal year ending December 31, 2025. This auditor has served the company since 2023 and handled audits for 2023 and 2024.

Shareholders of record as of November 18, 2025, holding a total of 36,662,500 ordinary shares, may vote in person in New York or online. A quorum requires at least one-third of the ordinary shares. The sponsor, directors and officers collectively own about 21.6% of outstanding ordinary shares and intend to vote in favor.

In 2024, Withum earned about $100,880 in audit fees, $32,000 in audit-related fees and $4,000 in tax fees. The board unanimously recommends voting “FOR” the auditor ratification. The company is a SPAC with approximately $304.5 million held in a trust account as of September 30, 2025 and has a pending business combination agreement with Plus Automation, Inc. (PlusAI) that is not being voted on at this meeting.

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.