Churchill Capital Corp IX/Cayman false 0002006291 0002006291 2025-07-30 2025-07-30 0002006291 us-gaap:CapitalUnitsMember 2025-07-30 2025-07-30 0002006291 us-gaap:CommonClassAMember 2025-07-30 2025-07-30 0002006291 us-gaap:WarrantMember 2025-07-30 2025-07-30
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 30, 2025
CHURCHILL CAPITAL CORP IX
(Exact name of registrant as specified in its charter)
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| Cayman Islands |
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001-42041 |
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86-1885237 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant |
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CCIXU |
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The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
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CCIX |
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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 |
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CCIXW |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 30, 2025, Churchill Capital Corp IX (the “Company”) entered into a director agreement (“Director Agreement”) with each of William Sherman, Paul Lapping and Stephen Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $75,000 per annum, beginning on the later of their date of appointment and April 1, 2025.
The foregoing summary of the Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Director Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Description |
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| 10.1 |
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Form of Director Agreement. |
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| 104 |
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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.
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CHURCHILL CAPITAL CORP IX |
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By: |
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/s/ Jay Taragin |
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Name: |
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Jay Taragin |
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Title: |
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Chief Financial Officer |
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| Dated: August 4, 2025 |
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