Churchill Capital Corp IX-A 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42041 CHURCHILL CAPITAL CORP IX (Exact name of registrant as specified in its charter) Cayman Islands(State or other jurisdiction ofincorporation or organization) 86-1885237(I.R.S. EmployerIdentification No.) 640 Fifth Avenue, 14th FloorNew York, New York(Address of principal executive offices) 10019(Zip Code) Registrant’s telephone number, including area code: (212) 380-7500 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ Accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held bypersons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class AOrdinary Shares on June 30, 2024, the last business day of the registrant’s most recently completed second fiscalquarter, as reported on The Nasdaq Stock Market LLC, was $288,075,000. As of March 28, 2025, there were 29,475,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,187,500Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. Table of Contents TABLE OF CONTENTS PART I Item 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities 2525Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26 Item7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29Item 9A.Controls and Procedures29Item9B.Other Information29Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections30 PART IIIItem 10.Directors, Executive Officers and Corporate Governance31Item11.Executive Compensation36Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMa