Churchill Capital Corp IX-A 2025年度报告

For the fiscal year ended December 31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 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(Stateorotherjurisdictionofincorporationororganization) 86-1885237(I.R.S.EmployerIdentificationNo.) 640 Fifth Avenue, 14th FloorNew York, New York(Addressofprincipalexecutiveoffices) Registrant’s telephone number, including area code: (212)380-7500 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒ Acceleratedfiler☐Smallerreportingcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period 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 ClassA Ordinary Shares, other than shares held by persons who may be deemed affiliates ofthe registrant, computed by reference to the closing price for the ClassA Ordinary Shares on June30, 2025, the last business day of the registrant’s mostrecently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $302,450,000. As of February 5, 2026, there were 29,475,000 ClassA Ordinary Shares, par value $0.0001 per share, and 7,187,500 ClassB Ordinary Shares, par value$0.0001 per share, of the registrant issued and outstanding. CHURCHILL CAPITAL CORP IX FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART IItem 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4.PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C.PART IIIItem 10.Item 11.Item 12.Item 13.Item 14.PART IVItem 15.Item 16.SIGNATURES BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved] Management’s Discussion and Analysis of Financial Condition and Results of Operations Exhibit and Financial Statement Schedules CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Part II, Item 7. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section27A of the Securities Act (asdefined below) and Section21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believe,” “estimate,” “anticipate,” “expect,”