Churchill Capital Corp IX/Cayman 10-Q

Item 1A. Risk Factors There have been no material changes to our risk factors as disclosed in our final prospectus for the Initial Public Offering and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, and on our Quarterly Report on Form 10-Q for quarter ended March 31, 2025, filed with the SEC on May 13, 2025, except as set forth below: The Initial Business Combination may not be completed on the terms or timeline currently contemplated, or at all. The consummation of the Initial Business Combination is subject to numerous conditions, including the effectiveness of the registration statement on Form S-4 to be filed by us as part of the Initial Business Combination, and other customary closing conditions, and there can be no assurance that the Initial Business Combination will be consummated. If the Initial Business Combination is not completed for any reason, the price of our Class A ordinary shares may decline to the extent that the market price of our Class A ordinary shares reflects or previously reflected positive market assumptions that the Initial Business Combination would be completed and the related benefits would be realized. In addition, we have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing, and financial services fees related to the Initial Business Combination. These expenses must be paid regardless of whether the Initial Business Combination is consummated. If the Initial Business Combination is not completed for any reason, our ongoing business and financial results may be adversely affected and, without realizing any of the benefits of having completed the Initial Business Combination, we will be subject to a number of risks, including the following: • we will be required to pay costs relating to the Initial Business Combination, which are substantial, such as legal, accounting, financial advisory, and printing fees, whether or not the Initial Business Combination is completed; • time and resources committed by our management to matters relating to the Initial Business Combination could otherwise have been devoted to pursuing other beneficial opportunities; • we may experience negative reactions from financial markets, including negative impacts on the price of our Class A ordinary shares, including to the extent that the current market price reflects a market assumption that the Initial Business Combination will be completed; • we may experience negative reactions from employees, customers, or vendors; and • since the Merger Agreement restricts the conduct of our business prior to completion of the Initial Business Combination, we may not have been able to take certain actions during the pendency of the Initial Business Combination that would have benefited it as an independent company and the opportunity to take such actions may no longer be available. During the pendency of the Merger Agreement, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect its business. Covenants in the Merger Agreement impede our ability to make acquisitions, subject to specified exceptions relating to fiduciary duties, or complete other mergers, sales of assets, or other business combinations pending completion of the Initial Business Combination. As a result, if the Initial Business Combination is not completed, we may be at a disadvantage to our competitors during that period. In addition, while the Merger Agreement is in effect, we are generally prohibited from soliciting, initiating, encouraging, or entering into specified extraordinary transactions, such as a merger, sale of assets, or other business combination, with any third party, subject to specified exceptions, even if any such transaction could be favorable to our stockholders. The issuance of shares of our Class A common stock upon the closing of the Initial Business Combination will dilute your ownership. The issuance of shares of our Class A common stock upon the closing of the Initial Business Combination will cause dilution to the ownership of our then existing holders of Class A common stock. The number of shares to be issued to Plus Automation, Inc. stockholders at closing will be based on the closing exchange ratio set out in the Merger Agreement. Substantial future sales of our Class A common stock by existing stockholders could cause the market price of our Class A common stock to decline. For stockholders who are not subject to contractual lock-up restrictions, and for our Sponsor once its lock-up period expires, after the respective registration statements for the resale of such shares are effective and until such time that they are no longer effective, the resale of these shares will be permitted pursuant to the respective registration statement. The resale, or expected or potential resale, of a substantial number of our shares of Class A common stock in the public market could adversely affect the market price for our Class A common stock and make it more difficult for investors to sell their shares of Class A common stock at such times and at such prices that they deem desirable. Furthermore, we expect that because of the large number of shares registered pursuant to the registration statement, those existing selling stockholders will continue to offer the shares covered by the registration statement for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time. In addition, the market reaction to such sales of our Class A common stock could also negatively affect the price of our publicly traded warrants.