Churchill Capital Corp IX-A美股招股说明书(2026-01-12版)

The board of directors of Churchill Capital Corp IX, a Cayman Islands exempted company (“CCIX,” “we” or “our”), has approved the Agreement and Plan of Merger andReorganization, dated as of June 5, 2025 (as amended by Amendment No. 1 dated September 8, 2025 and Amendment No. 2 dated September 18, 2025, and as may be furtheramended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among CCIX, AL Merger Sub I, Inc., a Delaware corporation and direct, whollyowned subsidiary of CCIX (“Merger Sub I”), AL Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CCIX (“Merger Sub II”, and,together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (“PlusAI”). The Merger Agreement, among other things and subject to the terms andconditions contained therein, provides for (1) the transfer of the registration of CCIX by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”),and (2) following the Domestication, the merger of Merger Sub I with and into PlusAI, with PlusAI continuing as the surviving corporation, and immediately thereafter, suchsurviving corporation merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly owned subsidiary of CCIX (the “Merger,” and,together with the Domestication and other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). Inconnection with the business combination, CCIX will change its name to “PlusAI Holdings, Inc.” We refer to the new public entity following the consummation of the businesscombination as the “Post-Closing Company.” Subject to the terms and conditions of the Merger Agreement, the value of the aggregate consideration to be paid to PlusAI stockholdersand holders of PlusAI SAFEs, vested PlusAI RSUs, vested PlusAI options and vested PlusAI warrants will be (1) (a) $1,200,000,000 plus (b) the amount of any net proceeds raised byPlusAI prior to the consummation of the Transactions (the “Closing”) through certain sales of its equity securities in a bona fide equity financing transaction (subject to certainlimitations, a “Permitted Equity Financing”) minus (c) the amount if any by which the PlusAI transaction expenses exceed $12,000,000 (the sum of (a), (b) and (c), the “EquityValue”), which consideration will be paid entirely in shares of common stock, par value $0.0001 per share, of the Post-Closing Company (“Post-Closing Company common stock”), inan amount equal to $10.00 per share, in addition to (2) the contingent right to receive up to an aggregate of 15,000,000 shares of Post-Closing Company common stock, which will beissued to certain eligible holders of pre-Closing securities of PlusAI during the five-year period following the Closing (the “Earnout Period”), in three equal separate tranches (suchshares, the “Earnout Shares”) upon the satisfaction of certain price targets, which will be based upon (a) the volume-weighted average price of one share of Post-Closing CompanyClass A common stock as quoted on the Global Market tier of the Nasdaq Stock Market (“Nasdaq”) or the exchange on which the shares of Post-Closing Company Class A commonstock are then traded, for any 15 trading days within any 180 consecutive trading day period within the Earnout Period or (b) if the Post-Closing Company undergoes a Change inControl, the price per share received by stockholders of the Post-Closing Company in such Change in Control transaction (or if consideration is not received by stockholders of thePost-Closing Company, the price per share implied by such transaction). At the Effective Time, each share of PlusAI common stock issued and outstanding immediately prior to theClosing (other than Excluded Shares and Dissenting Shares) will be automatically surrendered and exchanged for the right to receive a number of shares of Post-Closing Companycommon stock equal to the Exchange Ratio which is based on the Per Share Equity Value (calculated in accordance with the Merger Agreement). Subject to the assumptions describedherein, as of the date of this proxy statement/prospectus, we estimate that the Exchange Ratio will be approximately 0.0700 shares of Post-Closing Company common stock for each issued and outstanding share of PlusAI common stock (after giving effect to the conversion of PlusAI preferred stock and PlusAI SAFEs into PlusAI common stock); see thesection entitled “Proposal No. 1 — The Business Combination Proposal — General — Structure of the Transactions.” This proxy statement/prospectus covers up to an aggregate of 201,517,063shares of Post-Closing Company Class A common stock, representing the estimated maximumnumber of shares to be issued to the existing securityholders of PlusAI at the Closing or, following the Closing, upon the exercise of Post-Closing Company assumed warrants, theconversion of shares of