Churchill Capital Corp IX-A美股招股说明书(2026-04-03版)

stock and PlusAI SAFEs into PlusAI common stock); see the section 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 Post-Closing Company Class B common stock and/or the issuance of any Earnout Shares upon an Earnout Triggering Event. Interests of Sponsor and its Affiliates On December 18, 2023, Churchill Sponsor IX, LLC (the “Sponsor”) acquired an aggregate of 7,187,500 CCIX Founder Shares (as defined herein), for approximately $0.003 pershare. The CCIX Founder Shares (including the Class A ordinary shares of CCIX, par value $0.0001 per share (the “CCIX Class A Ordinary Shares”) issuable upon exercise thereof)may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. See the section entitled “Certain Relationships and Related Person Transactions — CCIXRelated Person Transactions.” The Sponsor purchased an aggregate of 725,000 CCIX private placement units (as defined herein), at a price of $10.00 per unit, for an aggregate purchase price of $7,250,000,in the private placement in connection with the CCIX IPO (as defined herein). Each private placement warrant contained in the CCIX private placement units is exercisable topurchase one whole CCIX Class A Ordinary Share at a price of $11.50 per share. The CCIX private placement warrants will become exercisable 30 days after the completion of theinitial business combination. The CCIX private placement warrants (including the CCIX Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limitedexceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the initial business combination; however, if the business combination is consummated,each Sponsor Signatory (as defined below) holding the CCIX private placement warrants has agreed to the Sponsor Lockup (as defined herein). See the section entitled “Proposal No.1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Agreement.” The CCIX private placement warrants are non-redeemable and exercisable for cash or on a “cashless basis.” Commencing on May 2, 2024, CCIX reimburses the Sponsor or an affiliate thereof in an amount equal to $30,000 per month for office space, utilities and secretarial andadministrative support made available to us. Upon completion of the initial business combination or CCIX’s liquidation, CCIX will cease paying these monthly fees. Prior to or in connection with the completion of the initial business combination, there may be payment by the Company to the Sponsor, officers or directors, or CCIX’s or theiraffiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of the initial business combination, which, ifmade prior to the completion of the initial business combination, will be paid from (1) funds held outside the trust account or (2) Permitted Withdrawals (as defined herein). The Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities onCCIX’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. CCIX’s audit committee reviews on a quarterly basis allpayments that were made to the Sponsor, officers, directors or CCIX’s or their affiliates. Any such payments prior to an initial business combination are made from funds held outsidethe trust account, including Permitted Withdrawals. Subject to the terms of the Merger Agreement, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities On December 18, 2023, CCIX and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan CCIX an aggregate of up to $600,000 to cover expensesrelated to the CCIX IPO, pursuant to the IPO Promissory Note (as defined herein). This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date onwhich the Company consummated the CCIX IPO. As of December 31, 2024 and 2025, there was no outstanding balance on the IPO Promissory Note. CCIX repaid the borrowings in full at the closing of the CCIX IPO and thereafter borrowings under the IPO Promissory Note are no In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate ofthe Sponsor or CCIX’s officers and directors