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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 191 added, 139 removed, 378 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

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Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.48 and $ 10.30 per share as of June 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 28,750,000

shares at redemption value of approximately $ 10.59

per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

Preference shares, $ 0.0001

shares authorized;

no shares issued and outstanding as of June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

shares issued and outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001

shares authorized;

725,000 issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

725,000 issued and outstanding (excluding 28,750,000

shares subject to possible redemption) as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001

shares authorized;

7,187,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024

7,187,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

September 30,

General and administrative expenses

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

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Balance as of June 30, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Accretion for Class A ordinary shares to redemption amount

Balance as of September 30, 2025

( 9,673,745 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares

7 unchanged sentences

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Public Warrants and Private Placement Units

Allocated value of transaction costs to Public Warrants and Private Units

Balance as of June 30, 2024

Accretion for Class A ordinary shares to redemption amount

Balance as of September 30, 2024

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

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( 287,500,000

Net cash used in investing activities

Cash withdrawn from Trust Account for working capital purposes

Net cash provided by (used in) investing activities

( 287,500,000

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 1 — Description of Organization and Business Operations

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The Merger Subs were incorporated/formed on June 2, 2025 for the sole purposes of effecting the PlusAI Business Combination (as defined below).

As of June 30, 2025, the Company had not yet commenced operations.

All activity for the period from December 18, 2023 (inception) through June 30, 2025 relates to (i) the Company’s formation and the initial public offering (“Initial Public Offering”), and (ii) subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination and activities in connection with attempting to complete the PlusAI Business Combination (as defined below).

As of September 30, 2025, the Company had not yet commenced operations.

All activity for the period from December 18, 2023 (inception) through September 30, 2025 relates to (i) the Company’s formation and the initial public offering (“Initial Public Offering”), and (ii) subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination and activities in connection with attempting to complete the PlusAI Business Combination (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination at the earliest.

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The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

As of June 30, 2025, the Company has entered into an agreement and Plan of Merger, as such the Company has 27 months or until August 8, 2026 to complete its initial Business Combination.

As of September 30, 2025, the Company has entered into the Merger Agreement (as defined below), as such the Company has until August 6

, 2026 to complete its initial Business Combination.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Initial Business Combination

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Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to fund the working capital requirements, subject to an annual limit of $ 1,000,000 , and to pay taxes (“permitted withdrawals”)), or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest less permitted withdrawals.

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However, if the Sponsor and management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholder is entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

The Company’s shareholder has no preemptive or other subscription rights.

There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholder with the opportunity to redeem its Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein.

In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

The Company’s shareholders have no preemptive or other subscription rights.

There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein.

Merger Agreement

On June 5, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, Merger Sub I, Merger Sub II and Plus Automation, Inc., a Delaware corporation (“PlusAI”).

Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub I will merge with and into the PlusAI, with PlusAI continuing as the surviving corporation and a wholly-owned subsidiary of the Company (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”).

On June 5, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (as amended by Amendment No.

1 dated September 8, 2025 (as defined below) and Amendment No.

2 dated September 18, 2025 (as defined below) and as may be further amended, modified, supplemented or waived from time to time, the “Merger Agreement”) by and among the Company, Merger Sub I, Merger Sub II and Plus Automation, Inc., a Delaware corporation (“PlusAI”).

owned subsidiary of the Company (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”).

The proposed Mergers are expected to be consummated following the receipt of the required approval by the shareholders of the Company and PlusAI and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.

The transactions contemplated by the Merger Agreement, including the Mergers, will be referred to as the “Plus AI Business Combination.”

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

The transactions contemplated by the Merger Agreement, including the Mergers, will be referred to as the “PlusAI Business Combination.”

On September 8, 2025, the Company, Merger Sub I, Merger Sub II and PlusAI entered into Amendment No.

1 to the Merger Agreement (“Amendment No.

1”) to clarify that shares of PlusAI common stock issued as a result of the exercise of PlusAI options issued pursuant to a certain PlusAI compensation plan will be exchanged, at the effective time of the Mergers, for the right to receive shares of Class B common stock equal to the exchange ratio (as defined in the Merger Agreement) of the post-closing company.

On September 18, 2025, the Company, Merger Sub I, Merger Sub II and PlusAI entered into Amendment No.

2 to the Merger Agreement (“Amendment No.

2”) to remove the closing condition that the Company must have $ 100 million in Available Closing SPAC Cash (as defined in the Merger Agreement).

On September 18, 2025, the Company, the Sponsor and the Insiders entered into the Sponsor Agreement Amendment to remove certain provisions of the Sponsor Agreement which would have required 1,078,125 of the Company’s Founder Shares held by the Sponsor to become unvested as of the Closing and vested upon the occurrence of certain conditions or were forfeited.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, Amendment No.

1 and Amendment No.

2, copies of which are filed as Exhibit 2.1 to the Current Report on Form 8-K

dated June 6, 2025, and Exhibit 2.1 and Exhibit 2.2, respectively, to this Quarterly Report on Form 10-Q.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Risks and Uncertainties

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Liquidity, Capital Resources and Going Concern

As of June 30, 2025, the Company had $ 426,052 of cash and a working capital surplus of $ 304,667 .

In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(“Working Capital Loans”).

As of September 30, 2025, the Company had $ 178,774 of cash and a working capital surplus of $ 388,755 .

If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans.

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These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering.

During the year ended December 31, 2024, the Company had withdrawn $1,000,000 in interest for working capital purposes, and as of June 30, 2025, the Company had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year anniversary of the Initial Public Offering.

For the three and six months ended June 30, 2025, the Company did not withdraw any amounts from the Trust Account for working capital purposes.

As of June 30, 2025 the Company had $1,000,000 available for permitted withdraws for the period from May 6, 2025 until May 6, 2026, which is the 2-year anniversary of the Initial Public Offering.

On July 1, 2025, the Company withdrew $ 1,000,000 from the Trust Account for working capital purposes and no further amounts are available for withdrawal for the period from May 6, 2025 until May 6, 2026.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of these financial statements.

The Company cannot assure that its plans to consummate an initial Business Combination will be successful.

The Company does not believe that it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s estimate of the costs of negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

During the year ended December 31, 2024, the Company had withdrawn $ 1,000,000 in interest for working capital purposes and had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year

anniversary of the Initial Public Offering.

For the three and nine months ended September 30, 2025, the Company withdrew another $ 1,000,000 in interest from the Trust Account for working capital purposes and has no further amounts available for permitted withdrawals until May 6, 2026, which is the 2-year

anniversary of the Initial Public Offering.

As of September 30, 2025, no further amounts are available for withdrawal until May 6, 2026.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Codification (“ASC”) 205-40,

“Going Concern,” as of September 30, 2025, the Company does not believe it will have sufficient funds for the working capital needs of the Company until a minimum of one year from the date of these financial statements.

Moreover, the Company will need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Accordingly, the Company may not be able to obtain additional financing.

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The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company’s mandatory liquidation and subsequent dissolution in the event the Company does not complete a Business Combination within the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements.

The Company’s liquidity condition and mandatory liquidation in the event the Company does not complete a Business Combination within the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements.

Management plans to address this uncertainty by completing a Business Combination.

If a Business Combination is not consummated by the end of the Combination Period, currently August 8, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern.

If a Business Combination is not consummated by the end of the Combination Period, currently August 6

, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

1 unchanged sentence

However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of Combination Period.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed con soli

dated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X

Securities and Exchange Commission (the “SEC”).

Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

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as filed with the SEC on March 31, 2025.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Principles of Consolidation

On June 2, 2025, the Merger Subs were incorporated/formed.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

On June 2, 2025, the Merger Subs were formed.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -

owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

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This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 426,052 and $ 2,412,564 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 178,774 and $ 2,412,564 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Marketable Securities and Cash Held in Trust Account

1 unchanged sentence

Treasury and equivalent securities as held-to-maturity

in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity

in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

1 unchanged sentence

treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At June 30, 2025, $ 302,369,000 was invested in U.S.

Treasury Securities and $ 816 was held in cash.

At December 31, 2024

, $ 296,133,481 was invested in U.S.

Treasury Securities and $ 2,216 was invested in money market funds.

At September 30, 2025, $ 304,575,975 was invested in U.S.

Treasury Securities and $ 308 was held in cash, at an amortized cost of $ 304,540,312 as reflected on the accompanying condensed consolidated balance sheet (see Note 8).

At December 31, 2024, $ 296,133,481 was invested in U.S.

Treasury Securities and $ 2,216 was invested in money market funds at an amortized cost of $ 296,120,431 as reflected on the accompanying condensed consolidated balance sheet (see Note 8).

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

To fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 1,000,000 .

These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering.

During the year ended December 31, 2024, the Company had withdrawn $ 1,000,000 in interest for working capital purposes, and as of June 30, 2025, the Company had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year anniversary of the Initial Public Offering.

For the three and six months ended June 30, 2025, the Company did not withdraw any amounts from the Trust Account for working capital purposes.

As of June 30, 2025 the Company had

$ 1,000,000 available for permitted withdraws for the period from May 6, 2025 until May 6, 2026, which is the 2-year anniversary of the Initial Public Offering.

During the year ended December 31, 2024, the Company withdrew $ 1,000,000 in interest for working capital purposes, and had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year

anniversary of the Initial Public Offering.

For the three and nine months ended September 30, 2025, the Company had withdrawn a

$ 1,000,000 in interest from the Trust Account for working capital purposes, and has no further amounts available for permitted withdrawals until May 6, 2026, which is the 2-year

anniversary of the Initial Public Offering.

Offering Costs

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The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Private Placement Units and Public Warrants (as defined in Note 3) were charged to shareholders’ (deficit) equity.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Private Placement Units and Public Warrants (see Note 4) were charged to shareholders’ deficit.

Transaction costs amounted to $ 14,560,986 , consisting of $ 5,750,000 of upfront discount to the underwriters, $ 10,062,500 of deferred underwriting fees, and $ 557,236 of other offering costs, offset by a reimbursement from the underwriters of $ 1,808,750 .

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the me asureme

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Making estimates requires management to exercise significant judgement.

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Net Income Per Ordinary Share

The Company complies with accounting and disclosure r equ

irements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

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The following table reflects the calculation of basic and diluted net income per ordinary share:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Non-Redeemable

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Basic net income per share:

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025 ,

and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025, and December 31, 2024, there were no

unrecognized tax benefits and no

amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Class A Ordinary Shares Subject to Redemption

SEPTEMBER 30, 2025

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

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the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants), and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.The

Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

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capital (to the extent available) and accumulated deficit.

Accordingly, at June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed consolidated balance sheets.

At June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:

Accordingly, at September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds

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Class A ordinary shares subject to possible redemption, June 30, 2025

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, September 30, 2025

Warrant Instruments

The Company will account for the Public Warrants and Private Warrants (as defined in Note 4) issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

The Company will account for the Public Warrants (as defined in Note 3) and Private Warrants (as defined in Note 4) issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”).

ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities.

The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer.

ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027.

Early adoption is permitted.

The Company early adopted ASU 2025-03 on July 1, 2025.

ASU 2025-03 impacts the accounting for the de-SPAC Transaction.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Note 3 — Initial Public Offering

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of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”).

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per shares, subject to adjustments (see Note 7).

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustments (see Note 7).

Note 4 — Private Placement

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Note 5 — Related Party Transactions

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If the initial Business Combination is not completed within the Combination Period, the Sponsor is not entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property, subject to certain limited exceptions).

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property, subject to certain limited exceptions).

Registration Rights

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Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three and six months ended June 30, 2025, the Company incurred and paid $ 90,000 and $ 180,000 , respectively, for these services.

For the three and six months ended June 30, 2024, the Company incurred and paid $ 55,161 for these services.

For the three and nine months ended September 30, 2025, the Company incurred and paid $ 90,000 and $ 270,000 , respectively, for these services.

For the three and nine months ended September 30, 2024, the Company incurred and paid $ 90,000 and $ 145,161 , respectively, for these services.

Director Agreements

On July 30, 2025, the Company entered into a director agreement (each, a “Director Agreement”) with each of the three independent directors of the Company, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $ 75,000 per annum, beginning on the later of their date of appointment and April 1, 2025.

For the three and six months ended June 30, 2025, the Company incurred $ 52,500 in fees related to the Director Agreement, and $ 52,500 is included in accrued expenses within the condensed consolidated balance sheets.

For the three and six months ended June 30, 2024, the Company did not incur any fees related to the Director Agreement s

On July 30, 2025, the Company entered into director agreements (each, a “Director Agreement” and, together, the “Director Agreements”) with each of the three independent directors of the Company, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $ 75,000 per annum, beginning on the later of their date of appointment and April 1, 2025.

For the three and nine months ended September 30, 2025, the Company incurred $ 56,250 and $ 108,750 in fees related to the Director Agreements, respectively, and $ 56,250 is included in accrued expenses within the condensed consolidated balance sheets as of September 30, 2025 and none as of December 31, 2024.

For the three and nine months ended September 30, 2024, the Company did not incur any fees related to the Director Agreements.

A form of the Director Agreement is incorporated by reference as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

Related Party Loans

4 unchanged sentences

Subsequently, on May 8, 2024, the Company repaid the outstanding amount of $ 14,295 to the Sponsor.

As of June 30, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 .

As of September 30, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 .

Borrowings are no longer allowed under this promissory note.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Working Capital Loans

4 unchanged sentences

The units and their underlying securities would be identical to the Private Placement Units.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Note 6 — Commitments and Contingencies

10 unchanged sentences

(the “advisor”) to provide capital market advisory services in connection with the completion of a Business Combination with an identified target.

If a Business Combination is consummated with the identified target, the advisor will be entitled to a cash fee

of $ 7,000,000

(the “fee”), payable at the closing of the Business Combination.

At the discretion of the Company and PlusAI, the Company and PlusAI in their sole discretion may pay up to an additional

$ 3,000,000 fee in connection with the advisor’s performance.

The advisor is also entitled to reimbursement of reasonable incurred

expenses that shall not exceed $ 500,000 without the Company’s prior written consent.

If a Business Combination is consummated with the identified target, the advisor will be entitled to a cash fee of $ 7,000,000 (the “fee”), payable at the closing of the Business Combination.

At the discretion of the Company and PlusAI, the Company and PlusAI in their sole discretion may pay up to an additional $ 3,000,000 fee in connection with the advisor’s performance.

The advisor is also entitled to reimbursement of reasonable incurred expenses that shall not exceed $ 500,000 without the Company’s prior written consent.

If the fee in connection with the Advisory Agreement is paid, the advisor waives its right to its portion of the deferred underwriting fee pursuant to that certain Underwriting Agreement, dated May 1, 2024.

As the fee is contingent on the closing of a Business Combination that is not considered probable as of June 30, 2025, no expense has been recorded.

As the fee is contingent on the closing of a Business Combination that is not considered probable as of September 30, 2025, no expense has been recorded.

Legal and Due Diligence Fees

2 unchanged sentences

Upon the completion of the Business Combination, in addition to payment of incurred fees, the Company will pay a premium ranging from 50 % to 100 % of the fees incurred, with the percentage paid to be determined at the discretion of the Company.

As of June 30, 2025, the Company has incurred $ 2,450,000 of fees in connection with the agreement.

These fees are not reflected in the financial statements and will be recorded when the Business Combination is considered probable.

As of September 30, 2025, the Company has incurred $ 2,880,000 of fees in connection with the agreement.

These fees are not reflected in the condensed consolidated financial statements and will be recorded when the Business Combination is considered probable.

On May 2, 2025, the Company entered into an agreement for due diligence services.

total fee related to the due diligence services was $ 1,050,000 , of which $ 900,000 was paid and included in the condensed consolidated statements of operations.

The total fee related to the due diligence services was $ 1,050,000 , of which $ 900,000 was paid and included in the condensed consolidated statements of operations.

The remaining $ 150,000 is subject to customer satisfaction and due upon the consummation of a Business Combination.

The remaining amount is not reflected in the financial statements.

The remaining amount is not reflected in the condensed consolidated financial statements.

Merger Agreement

On June 5, 2025, the Company entered into the Merger Agreement by and among the Company, Merger Sub I, Merger Sub II and PlusAI.

Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a Business Combination transaction by which Merger Sub I will merge with and into the PlusAI, with PlusAI continuing as the surviving corporation and a wholly-owned subsidiary of the Company (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity.

On June 5, 2025, the Company entered into the Merger Agreement (as amended by Amendment No.

1 and Amendment No.

2 and as may be further amended, modified, supplemented or waived from time to time) by and among the Company, Merger Sub I, Merger Sub II and PlusAI.

Note 7 — Shareholders’ Deficit

1 unchanged sentence

The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Class A Ordinary Shares

2 unchanged sentences

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

As of June 30, 2025 and December 31, 2024, there are 725,000 Class A ordinary shares issued and outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

As of September 30, 2025 and December 31, 2024, there are 725,000 Class A ordinary shares issued and outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares

1 unchanged sentence

On May 6, 2024, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 937,500 Founder Shares are no longer subject to forfeiture.

As of June 30, 2025 and December 31, 2024, there were 7,187,500 Founder Shares issued and outstanding.

As of June 30, 2025 and December 31, 2024, there are 7,368,750 Warrants ( 7,187,500 Public Warrants and 181,250 Private Warrants) outstanding.

As of September 30, 2025 and December 31, 2024, there were 7,187,500

Founder Shares issued and outstanding.

As of September 30, 2025 and December 31, 2024, there are 7,368,750 Warrants ( 7,187,500 Public Warrants and 181,250 Private Warrants) outstanding.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

3 unchanged sentences

The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

The Company did not register the Public Shares issuable upon exercise of the warrants at the time of the Initial Public Offering.

3 unchanged sentences

Beginning 30 days after completion of the initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:

In whole and not in part;

At a price of $ 0.01 per warrant;

Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”);

n whole and not in part;

t a price of $ 0.01 per warrant;

pon not less than 30 days’ prior written notice of redemption (the “30-day

redemption period”);

if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

3 unchanged sentences

The Private Warrants may also be exercised for cash or on a “cashless basis.” The Private Warrants will not expire except upon liquidation.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have

received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

5 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

As of June 30, 2025, assets held in the Trust Account were comprised of $ 816 in cash and $ 302,369,000 invested in U.S.

As of September 30, 2025, assets held in the Trust Account were comprised of $ 308 in cash and $ 304,575,975 invested in U.S.

Treasury Bills.

1 unchanged sentence

Treasury Bills.

June 30, 2025

Cash held in money markets

September 30, 2025

Cash held in Trust Account

Treasury Securities (Matured on 10/02/25 )

3 unchanged sentences

The Public Warrants were valued using a Lattice methodology.

The Public Warrants have been classified within shareholders’ (deficit) equity and will not require remeasurement after issuance.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The Public Warrants are a Level 3 measurement.

4 unchanged sentences

Market pricing adjustment

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

There were no transfers for the three and six months ended June 30, 2025.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology

There were no

transfers for the three and nine months ended September 30, 2025.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Note 9 — Segment Reporting

2 unchanged sentences

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

Accordingly, management has determined that there is only one

reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed consolidated statements of operations as net income or loss.

1 unchanged sentence

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

Trust Account

September 30,

Marketable securities and cash held in Trust Account

For the Three

June 30, 2025

September 30, 2025

For the Three

June 30, 2024

General and administrative costs

September 30, 2024

General and administrative expenses

Interest income earned on Trust Account

June 30, 2025

June 30, 2024

General and administrative costs

September 30, 2025

September 30, 2024

General and administrative expenses

Interest income earned on Trust Account

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated May 1, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”).

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

General and administrative expenses, as reported on the condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed consolidated statements of operations and described within their respective disclosures.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On July 1, 2025, the Company withdrew $1,000,000 from the Trust Account for working capital purposes.

On July 30, 2025, the Company entered into a director agreement with each of William Sherman, Paul Lapping and Stephen Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director compensation of

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements