Churchill Capital Corp IX/Cayman: Annual Review and the Pivotal PlusAI Merger

This summary offers a plain-English look at Churchill Capital Corp IX/Cayman's past year. Unlike a typical operating company that sells products or services, Churchill Capital Corp IX/Cayman is a Special Purpose Acquisition Company (SPAC), often called a "blank check company." Its core mission is to raise capital from investors, then identify and merge with a private company, thereby bringing that private company public. Therefore, its "performance" isn't measured by sales or profits yet, but by its progress toward this significant merger.

As an investor, you need to understand the company's journey, financial standing, and future prospects, which this summary will cover.

1. Business Overview

Churchill Capital Corp IX/Cayman raised approximately $300 million in its initial public offering (IPO) by issuing 30 million Class A Ordinary Shares at $10.00 per share. The company placed this capital into a protected Trust Account.

The past year's most significant development is the announcement of a definitive agreement to merge with PlusAI, a leading provider of autonomous driving technology. This marks a crucial step for any SPAC, transitioning from a search phase to a concrete business combination. The proposed transaction values PlusAI at an estimated $1.5 billion and will provide PlusAI with significant capital to accelerate its growth.

The company faces a deadline to complete this merger: May 6, 2026. If shareholders approve the definitive agreement with PlusAI and the company meets certain conditions, it could extend this deadline to August 6, 2026. If the company does not complete a merger by the final deadline, it typically must liquidate and return the funds held in the Trust Account to public shareholders.

As of June 30, 2025, the Trust Account held approximately $302.45 million, representing roughly $10.25 per Class A Ordinary Share if the company were to liquidate. As of February 5, 2026, public investors held approximately 29.5 million Class A Ordinary Shares, and the company's founders held 7.2 million Class B Ordinary Shares.

2. Financial Performance

As a SPAC, Churchill Capital Corp IX/Cayman does not generate traditional revenue from operations. Its financial performance primarily involves managing its capital and expenses. For the fiscal year ended December 31, 2025, the company reported:

• Interest Income: Approximately $4.2 million earned from its Trust Account investments. This income helps offset operating costs.
• Operating Expenses: Totaled approximately $6.8 million, primarily consisting of legal, accounting, and administrative fees associated with identifying and evaluating potential merger targets and preparing for the PlusAI transaction.
• Net Loss: The company reported a net loss of approximately $2.6 million for the year, reflecting operating expenses exceeding interest income.

3. Management's Discussion and Analysis (MD&A) Highlights

This section provides management's perspective on the company's financial condition, results of operations, key trends, and future prospects.

Operational Highlights and Progress: As detailed in Section 1, the company completed its IPO, raising approximately $300 million, and most significantly, announced a definitive agreement to merge with PlusAI. This represents the primary operational achievement for the period, moving the company from a search phase to a concrete business combination.

Financial Results: As outlined in Section 2, the company's financial performance reflects its status as a SPAC. Interest income from the Trust Account partially offset operating expenses, resulting in a net loss for the fiscal year. Management focused on prudently managing capital within the Trust Account and controlling operational costs related to identifying and evaluating merger targets, as well as preparing for the PlusAI transaction.

Major Wins and Challenges:

• Major Win: The most significant achievement is securing a definitive merger agreement with PlusAI. This validates the management team's ability to identify a promising target and negotiate a transaction—a primary goal for any SPAC. The agreement provides a clear path forward for the company's future.
• Major Challenges:
  • Closing the PlusAI Merger: The primary challenge is completing the merger with PlusAI before the May 6, 2026 (or extended August 6, 2026) deadline. This involves obtaining shareholder approval, satisfying regulatory requirements, and ensuring all closing conditions are met.
  • Shareholder Redemptions: Public shareholders choosing to redeem their shares for cash from the Trust Account rather than becoming shareholders in the combined company presents a significant challenge for SPACs. High redemption rates could reduce the cash available for PlusAI's growth, potentially impacting the deal's attractiveness or even its viability.
  • Market Volatility: Broader market sentiment towards SPACs and technology companies, particularly in the autonomous driving sector, can influence investor appetite for the combined entity.

Leadership and Strategy: The company has not significantly changed its core leadership team or fundamental strategy, which remains focused on completing the business combination with PlusAI. Upon completion of the merger, PlusAI's leadership team is expected to take the helm of the combined public company, with some potential board representation from Churchill Capital's management.

Market Trends and Regulatory Environment: The SPAC market experienced significant shifts in recent years. Increased regulatory scrutiny from the SEC led to more stringent disclosure requirements and a more cautious investor approach. This environment contributed to higher redemption rates and a more challenging fundraising landscape for SPACs. Furthermore, the broader economic climate, including interest rate fluctuations and investor sentiment towards growth-oriented technology companies, can impact the perceived value of PlusAI and the combined company. The autonomous driving industry itself is subject to evolving regulations, technological advancements, and intense competition, all of which could affect PlusAI's future prospects.

4. Financial Health

The core of Churchill Capital Corp IX/Cayman's financial health lies in its Trust Account. As of June 30, 2025, this account held $302.45 million, primarily invested in U.S. Treasury bills or money market funds. The company specifically earmarks this capital for the business combination or for returning to public shareholders if a merger isn't completed.

Outside the Trust Account, the company held approximately $2.1 million in cash as of December 31, 2025. The company uses this "working capital" to cover day-to-day operating expenses, due diligence costs, and legal fees related to the merger. The company has no long-term debt. While the interest earned on the Trust Account helps, the company relies on its working capital and potential loans from its sponsor to cover ongoing costs until the merger is complete.

5. Risk Factors

Investing in a SPAC carries unique risks, especially at this stage:

• Merger Failure: The most significant risk is that the definitive agreement with PlusAI may not close. This could be due to shareholders failing to approve it, regulatory hurdles, or PlusAI not meeting certain conditions. If the merger fails and the company finds no alternative target by the deadline, it would liquidate, returning approximately $10.25 per share to public investors, but without the potential upside of a successful operating company.
• High Shareholder Redemptions: If many public shareholders redeem their shares for cash, it could significantly reduce funds available to PlusAI post-merger, potentially hindering its growth plans and negatively impacting the combined company's stock price.
• PlusAI's Performance: Even if the merger goes through, PlusAI operates in a highly competitive and rapidly evolving industry. There's a risk that PlusAI may not perform as expected, fail to achieve its projected growth, or face unforeseen challenges, directly affecting the value of your investment in the combined company.
• Valuation Risk: The market may perceive the valuation of PlusAI in the merger agreement as too high, leading to a decline in the combined company's stock price post-merger.
• Dilution: The company may need to raise additional funds to complete the merger or support PlusAI's growth, potentially through private investments (PIPE) or other equity offerings. This could dilute the ownership stake of existing shareholders.
• Founder Shares and Conflicts of Interest: The founders hold a significant number of Class B Ordinary Shares, which convert to Class A shares upon merger completion. These shares could become very valuable even if the public shares do not perform well, potentially creating a conflict of interest where founders benefit disproportionately.
• Regulatory and Market Environment: The SPAC market faced increased regulatory scrutiny and investor skepticism. Changes in regulations or a continued negative sentiment towards SPACs could impact the merger's completion or the combined company's future stock performance.
• Deadline Extension Impacts: While an extension to August 6, 2026, is possible, shareholders typically must approve it, and it could lead to further redemptions or require the sponsor to inject additional capital, potentially impacting shareholder value.

6. Competitive Position

As a SPAC, Churchill Capital Corp IX/Cayman's competitive positioning primarily stemmed from its ability to attract a high-quality merger target like PlusAI. It competed with other SPACs and traditional private equity firms for attractive private companies.

After the merger with PlusAI closes, the combined company's competitive positioning will entirely depend on PlusAI's standing within the autonomous driving technology sector. This is a highly competitive landscape with established technology giants, traditional automotive manufacturers, and numerous startups vying for market share. PlusAI's ability to innovate, scale its technology, and secure partnerships will be critical.

7. Future Outlook

The entire future of Churchill Capital Corp IX/Cayman hinges on the completion of the merger with PlusAI.

• If the merger closes: The company will transform from a "blank check" entity into an operating company focused on autonomous driving technology. Its future performance will then be directly tied to PlusAI's ability to execute its business plan, innovate, achieve profitability, and grow within its market.
• If the merger does not close: The company will likely dissolve, and it will return the funds in the Trust Account to public shareholders at approximately $10.25 per share.

The immediate outlook is dominated by efforts to finalize the PlusAI transaction, including obtaining necessary approvals and satisfying closing conditions.