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Item 1. Financial Statements

2025-08-13 compared with 2025-05-13 · 223 added, 150 removed, 294 unchanged (56% of the section changed)

1 unchanged sentence

CHURCHILL CAPITAL CORP IX

CONDENSED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

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 $ 10.40

per share as of March 31, 2025 and December 31, 2024, respectively

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

Shareholders’ Deficit

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5,000,000 shares authorized;

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

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

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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

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;

50,000,000 shares authorized;

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

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

Additional paid-in

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Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit

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

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

CHURCHILL CAPITAL CORP IX

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses

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Total other income

Net income (loss)

Basic and diluted weighted average Class A redeemable ordinary shares outstanding

Basic and diluted net income per Class A redeemable ordinary share

Basic and diluted weighted average non-redeemable

Basic weighted average non-redeemable

Class A and B ordinary shares outstanding

Basic and diluted net income (loss) per non-redeemable

Basic net income per non-redeemable

Class A and B ordinary share

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

CHURCHILL C A

PITAL CORP IX

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Diluted weighted average non-redeemable

Class A and B ordinary shares outstanding

Diluted net income per non-redeemable

Class A and B ordinary share

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

CHURCHILL CAPITAL CORP IX

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

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Balance as of March 31, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Accretion for Class A ordinary shares to redemption amount

Balance as of June 30, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Ordinary Shares

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Shareholders’

(Deficit) Equity

Balance as of January 1, 2024

Balance as of March 31, 2024

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

Accretion for Class A ordinary shares to redemption amount

Sale of Private Placement Units

Fair value of Public Warrants at issuance

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

Balance as of June 30, 2024

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

CHURCHILL CAPITAL CORP IX

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Formation and operating expenses paid by Sponsor

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Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 287,500,000

Net cash used in investing activities

( 287,500,000

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Underwriters’ reimbursement

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

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investing and financing activities:

Deferred offering costs paid through promissory note – related party

Deferred offering costs included in accrued offerings costs

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

Deferred underwriting fee payable

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

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Note 1 — Description of Organization and Business Operations

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Churchill Capital Corp IX (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2023.

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) that the Company has not yet identified (the “Initial Business Combination”).

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) that the Company, as of its incorporation, had not yet identified (the “Business Combination”).

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of March 31, 2025, the Company had not yet commenced operations

All activity for the period from December 18, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

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

The Company has two direct wholly owned subsidiaries, AL Merger Sub I, Inc.

(“Merger Sub I”), a Delaware corporation and AL Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”, and collectively with “Merger Sub I”, the “Merger Subs”).

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).

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

The Company generates non-operating

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The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provide

that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination;

The Company’s amended and restated memorandum and articles of association provide that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the initial Business Combination;

(ii) the redemption of any Public Shares that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (such 24 or 27 month period, as may be amended, the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-initial

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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.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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.

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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Pursuant to the Company’s amended and restated memorandum and articles of association if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors are not entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination within the Combination Period.

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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.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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”).

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.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an Initial Business Combination and any target business with which the Company may ultimately consummate an Initial Business Combination.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 2,219,977 of cash and a working capital surplus of $ 2,599,032 .

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 (“Working Capital Loans”).

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

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”).

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 has fully withdrawn $ 1,000,000 working capital and as of March 31, 2025, the Company has no further amounts available for withdrawal until the 1-year

anniversary of the Initial Public Offering.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these condensed financial statements.

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 identifying a target business, undertaking in-depth

due diligence and 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.

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.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

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.

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.

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

The Company intends to complete the initial Business Combination before the end of the Combination Period.

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

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed 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 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

and Article 8 of Regulation S-X

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

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K

as filed with the SEC on March 31, 2025.

The interim results for the three months ended March 31, 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 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.

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.

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

Emerging Growth Company Status

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The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed 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.

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 $ 2,219,977 and $ 2,412,564 in cash and no

cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

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.

Marketable Securities and Cash Held in Trust Account

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Treasury and equivalent securities as held-to-maturity

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

in accordance with Accounting Standards Codification (“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.

Held-to-maturity

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

At March 31, 2025, $ 299,176,101 was invested in U.S.

Treasury Securities and $ 848 was invested in money market funds.

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

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.

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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.

For the three months ended March 31, 2025, the Company has not withdrawn any amounts from the Trust Account for working capital purposes.

For the year ended December 31, 2024, the Company withdrew $ 1,000,000 for working capital purposes.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99

The Company complies with the requirements of the ASC 340-10-S99

and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20,“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

Financial Accounting Standards Board (“FASB”) ASC 470-20,

“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

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 Class A ordinary 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 (as defined in Note 3) were charged to shareholders’ (deficit) equity.

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 .

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature.

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 measurement date.

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

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

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Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Net Income (Loss) Per Ordinary Share

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.

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.

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

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Diluted net income per share attributable to ordinary shareholders adjusts the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A,

the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income (loss) per ordinary share.

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

For the Three Months Ended

Class A and B

Non-Redeemable

the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income per ordinary share.

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

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Basic net income per share:

Allocation of net income

Weighted-average shares outstanding

Basic and diluted income (loss) per share

Basic income per share

Diluted net income per share:

Allocation of net income

Weighted-average shares outstanding

Diluted income per share

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 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.

2 unchanged sentences

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Class A Ordinary Shares Subject to 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.

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.

In accordance with ASC 480-10-S99,

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.

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.

1 unchanged sentence

capital (to the extent available) and accumulated deficit.

Accordingly, at March 31, 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 balance sheets.

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

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:

Gross proceeds

Proceeds allocated to Public Warrants

Class A ordinary shares issuance costs

Public Shares issuance costs

Accretion of carrying value to redemption value

2 unchanged sentences

Class A ordinary shares subject to possible redemption, March 31, 2025

Accretion of carrying value to redemption value

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

Warrant Instruments

1 unchanged sentence

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 financial statements.

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Note 3 — Initial Public Offering

7 unchanged sentences

of one warrant (each, a “Private Warrant”).

Each Private Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per shares, subject to adjustments.

Each Private Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustments.

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will not expire except upon liquidation.

If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Note 5 — Related Party Transactions

15 unchanged sentences

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

For the three months ended March 31, 2025 and 2024, the Company incurred and paid $ 90,000 and $ 0 , respectively, for these services.

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.

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

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 March 31, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 .

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

Working Capital Loans

4 unchanged sentences

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

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

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 FINANCIAL STATEMENTS

MARCH 31, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

Note 6 — Commitments and Contingencies

Underwriters Agreement

Underwriting Agreement

The underwriters had a 45 -day option

6 unchanged sentences

The Deferred Discount will become payable to the underwriters from the amount held in the Trust Account solely in the event the Company completes its initial Business Combination.

On June 4, 2025, the Company entered into an advisory agreement (the “Advisory Agreement”) with Citigroup Global Markets Inc.

(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 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.

Legal and Due Diligence Fees

On April 22, 2025, the Company entered into an agreement for legal services.

All fees related to the agreement are contingent upon the completion of a Business Combination.

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.

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 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.

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.

Note 7 — Shareholders’ Deficit

Preference Shares

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 Company’s board of directors.

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

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

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 March 31, 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 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.

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 March 31, 2025 and December 31, 2024, there were 7,187,500 Founder Shares issued and outstanding.

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

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.

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.

4 unchanged sentences

CHURCHILL CAPITAL CORP IX

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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.

4 unchanged sentences

In whole and not in part;

At a price of $ 0.01

Upon 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.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30

trading day period and the 30

At a price of $ 0.01 per warrant;

Upon 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.

redemption period.

10 unchanged sentences

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

As of March 31, 2025, assets held in the Trust Account were comprised of $ 848 in cash and $ 299,176,101 invested in U.S.

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.

Treasury Bills.

1 unchanged sentence

Treasury Bills.

Held to Maturity

March 31, 2025

June 30, 2025

Cash held in money markets

12 unchanged sentences

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 months ended March 31, 2025.

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

Note 9 — Segment Reporting

3 unchanged sentences

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 statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

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.

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

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:

1 unchanged sentence

For the Three

March 31, 2025

June 30, 2025

For the Three

March 31, 2024

June 30, 2024

General and administrative costs

Interest income earned on Trust Account

June 30, 2025

June 30, 2024

General and administrative costs

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.

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 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 statements of operations and described within their respective disclosures.

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.

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 balance sheet date up to the date that the condensed 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 condensed financial statements.

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

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