Churchill Capital Corp IX/Cayman 10-Q

Item 1. Financial Statements. CHURCHILL CAPITAL CORP IX CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2025 December 31, 2024 (Unaudited) Assets: Current assets: Cash $ 426,052 $ 2,412,564 Prepaid expenses 55,639 6,179 Short term prepaid insurance 367,543 430,995 Total current assets 849,234 2,849,738 Long term prepaid insurance —   152,045 Marketable securities and cash held in Trust account 302,301,272 296,122,647 Total Assets $ 303,150,506 $ 299,124,430 Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit: Current liabilities: Accrued expenses $ 544,567 $ 75,000 Total current liabilities 544,567 75,000 Deferred underwriting fee payable 10,062,500 10,062,500 Total Liabilities 10,607,067 10,137,500 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 301,301,272 296,122,647 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; 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; 725,000 issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024 73 73 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024 719 719 Additional paid-in capital —   —   Accumulated deficit ( 8,758,625 ) ( 7,136,509 ) Total Shareholders’ Deficit ( 8,757,833 ) ( 7,135,717 ) Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit $ 303,150,506 $ 299,124,430 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 1 Table of Contents CHURCHILL CAPITAL CORP IX CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 General and administrative expenses $ 2,338,661 $ 298,162 $ 2,622,116 $ 322,254 Loss from operations ( 2,338,661 ) ( 298,162 ) ( 2,622,116 ) ( 322,254 ) Other income: Interest income earned on Trust Account 3,181,033 2,260,889 6,178,625 2,260,889 Total other income 3,181,033 2,260,889 6,178,625 2,260,889 Net income $ 842,372 $ 1,962,727 $ 3,556,509 $ 1,938,635 Basic and diluted weighted average Class A redeemable ordinary shares outstanding 28,750,000 17,569,444 28,750,000 8,736,188 Basic and diluted net income per Class A redeemable ordinary share $ 0.02 $ 0.08 $ 0.10 $ 0.13 Basic weighted average non-redeemable Class A and B ordinary shares outstanding 7,912,500 7,265,972 7,912,500 6,755,180 Basic net income per non-redeemable Class A and B ordinary share $ 0.02 $ 0.08 $ 0.10 $ 0.13 Diluted weighted average non-redeemable Class A and B ordinary shares outstanding 7,912,500 7,630,556 7,912,500 6,936,464 Diluted net income per non-redeemable Class A and B ordinary share $ 0.02 $ 0.08 $ 0.10 $ 0.12 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 2 Table of Contents CHURCHILL CAPITAL CORP IX CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Deficit Shares Amount Shares Amount Balance as of January 1, 2025 725,000 $ 73 7,187,500 $ 719 $ —   $ ( 7,136,509 ) $ ( 7,135,717 ) Accretion for Class A ordinary shares to redemption amount —  —  —  —  —  ( 2,997,592 ) ( 2,997,592 ) Net income —  —  —  —  —  2,714,137 2,714,137 Balance as of March 31, 2025 725,000 73 7,187,500 719 $ —   ( 7,419,964 ) ( 7,419,172 ) Accretion for Class A ordinary shares to redemption amount —  —  —  —  —  ( 2,181,033 ) ( 2,181,033 ) Net income —  —  —  —  —  842,372 842,372 Balance as of June 30, 2025 725,000 $ 73 7,187,500 $ 719 $ —   $ ( 8,758,625 ) $ ( 8,757,833 ) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders’ (Deficit) Equity Shares Amount Shares Amount Balance as of January 1, 2024 —   $ —   7,187,500 $ 719 $ 24,281 $ ( 18,958 ) $ 6,042 Net loss —  —  —  —  —  ( 24,092 ) ( 24,092 ) Balance as of March 31, 2024 —   —   7,187,500 719 24,281 ( 43,050 ) ( 18,050 ) Accretion for Class A ordinary shares to redemption amount —  —  —  —  ( 8,625,265 ) ( 8,547,667 ) ( 17,172,932 ) Sale of Private Placement Units 725,000 73 —  —  7,249,927 —  7,250,000 Fair value of Public Warrants at issuance —  —  —  —  1,437,500 —  1,437,500 Allocated value of transaction costs to Public Warrants and Private Placement Units —  —  —  —  ( 86,443 ) —  ( 86,443 ) Net income —  —  —  —  —  1,962,727 1,962,727 Balance as of June 30, 2024 725,000 $ 73 7,187,500 $ 719 $ —   $ ( 6,627,990 ) $ ( 6,627,198 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 Table of Contents CHURCHILL CAPITAL CORP IX CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2025 2024 Cash Flows from Operating Activities: Net income $ 3,556,509 $ 1,938,635 Adjustments to reconcile net income to net cash used in operating activities: Formation and operating expenses paid by Sponsor — 44,020 Interest income earned on Trust Account ( 6,178,625 ) ( 2,260,889 ) Changes in operating assets and liabilities: Prepaid expenses ( 49,460 ) ( 42,182 ) Prepaid insurance 215,497 ( 798,538 ) Accrued expenses 469,567 57,711 Net cash used in operating activities ( 1,986,512 ) ( 1,061,243 ) 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 — 281,750,000 Proceeds from sale of Private Placement Units — 7,250,000 Underwriters’ reimbursement — 1,808,750 Repayment of promissory note - related party — ( 314,295 ) Payment of offering costs — ( 261,960 ) Net cash provided by financing activities — 290,232,495 Net Change in Cash ( 1,986,512 ) 1,671,252 Cash – Beginning of period 2,412,564 —  Cash – End of period $ 426,052 $ 1,671,252 Non-Cash investing and financing activities: Deferred underwriting fee payable $ — $ 10,062,500 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Note 1 — Description of Organization and Business Operations Organization and General 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, 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”). 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Sponsor and Initial Public Offering The Company’s sponsor is Churchill Sponsor IX LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC. The registration statement for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on May 1, 2024. On May 6, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 725,000 private placement units (the “Private Placement Units”) to the Sponsor at a price of $ 10.00 per Unit, or $ 7,250,000 in the aggregate, which is described in Note 4. 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 . The Trust Account Following the closing of the Initial Public Offering, on May 6, 2024, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”). The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”) and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. 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; (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 Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period. 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. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. 5 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules. 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 (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. 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. 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 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 6 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. The units and the underlying securities would be identical to the Private Placement Units. Additionally, 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. 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. 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 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 of the U.S. 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. 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 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 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 As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. 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 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. 7 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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. Marketable Securities and Cash Held in Trust Account The Company classifies its U.S. 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 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 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. 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. Offering Costs 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. 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. 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 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 me asureme nt date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates 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. 8 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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 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 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 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 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, 2025 2024 2025 2024 Redeemable Non-Redeemable Class A Redeemable Non- Redeemable Class A Redeemable Non- Redeemable Class A Redeemable Non- Redeemable Class A Class A And Class B Class A And Class B Class A And Class B Class A And Class B Basic net income per share: Numerator: Allocation of net income $ 660,571 $ 181,801 $ 1,388,502 $ 574,225 $ 2,788,943 $ 767,566 $ 1,093,272 $ 845,363 Denominator: Weighted-average shares outstanding 28,750,000 7,912,500 17,569,444 7,265,972 28,750,000 7,912,500 8,736,188 6,755,180 Basic income per share 0.02 0.02 0.08 0.08 0.10 0.10 0.13 0.13 Diluted net income per share: Numerator: Allocation of net income $ 660,571 $ 181,801 $ 1,368,414 $ 594,313 $ 2,788,943 $ 767,566 $ 1,080,626 $ 858,009 Denominator: Weighted-average shares outstanding 28,750,000 7,912,500 17,569,444 7,630,556 28,750,000 7,912,500 8,736,188 6,936,464 Diluted income per share $ 0.02 $ 0.02 $ 0.08 $ 0.08 $ 0.10 $ 0.10 $ 0.13 $ 0.12 Income Taxes 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. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 9 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) 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. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in 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: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants ( 1,437,500 ) Public Shares issuance costs ( 14,474,543 ) Plus: Accretion of carrying value to redemption value 24,534,690 Class A ordinary shares subject to possible redemption, December 31, 2024 296,122,647 Plus: Accretion of carrying value to redemption value 2,997,592 Class A ordinary shares subject to possible redemption, March 31, 2025 299,120,239 Plus: Accretion of carrying value to redemption value 2,181,033 Class A ordinary shares subject to possible redemption, June 30, 2025 $ 301,301,272 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. 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. Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-quarter 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). Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 725,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one Class A Ordinary Share and one-quarter 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 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). 10 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Note 5 — Related Party Transactions Founder Shares On December 18, 2023, the Company issued an aggregate of 7,187,500 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares will automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor had agreed to forfeit up to an aggregate of 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on May 6, 2024, the 937,500 Founder Shares are no longer subject to forfeiture. The Sponsor is not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. 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). Registration Rights The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any Class A ordinary shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO Registration Statement. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement The Company entered into an agreement, commencing on May 2, 2024, that the Company will reimburse the Sponsor or an affiliate thereof in an amount equal to $ 30,000 per month for office space, utilities and secretarial and administrative support. 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. 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 On December 18, 2023, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which the Company consummated the Initial Public Offering. On May 6, 2024, the outstanding balance under the Note was $ 314,295 , of which $ 300,000 was repaid upon the consummation of the Initial Public Offering, leaving a remaining balance of $ 14,295 . 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 . Working Capital Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide Working Capital Loans to the Company, as may be required. If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $ 10.00 per unit at the option of the lender. 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. 11 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) Note 6 — Commitments and Contingencies Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On May 6, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 9.80 per Unit, after giving effect to the upfront discount of 2 %. The underwriters were entitled to an upfront discount of 2.0 % of the per Unit offering price, or $ 5,750,000 in the aggregate (including Units purchased in connection with the exercise of the over-allotment option). In addition, the underwriters agreed to reimburse the Company for certain expenses in connection with the Initial Public Offering. On May 6, 2024, the Company received a reimbursement from the underwriters of $ 1,808,750 at the Initial Public Offering. An additional fee of 3.5 % of the gross offering proceeds, or $ 10,062,500 in the aggregate, is payable to the underwriters from the amount held in the Trust Account, only upon the Company’s completion of its initial Business Combination (the “Deferred Discount”). 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. 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. 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 Board. As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the initial Business Combination, to the extent the Company seeks shareholder approval in connection with the initial Business Combination. 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. Class B Ordinary Shares The Company is also authorized to issue a total of 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. 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. Warrants 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 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. 12 Table of Contents CHURCHILL CAPITAL CORP IX NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) The Company did not register the Public Shares issuable upon exercise of the warrants at the time of the Initial Public Offering. However, the Company has agreed that as soon as practicable, but in no event later than fifteen ( 15 ) business days after the closing of the initial Business Combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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”); and • 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 -day redemption period. The Private Warrants contained in the Private Placement Units are non-redeemable. The Private Warrants may also be exercised for cash or on a “cashless basis.” The Private Warrants will not expire except upon liquidation. 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. 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). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: 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. Treasury Bills. As of December 31, 2024, assets held in the Trust Account were comprised of $ 2,216 in cash and $ 296,133,481 invested in U.S. Treasury Bills. Held to Maturity Level Amortized Cost Unrealized Gain (Loss) Fair Value June 30, 2025 Cash held in money markets 1 $ 816 —   $ 816 U.S. Treasury Securities (Matured on 07/01/25 ) 1 $ 302,300,456 $ 68,544 $ 302,369,000 December 31, 2024 Cash held in money markets 1 $ 2,216 —   $ 2,216 U.S. Treasury Securities (Matured on 02/06/25 ) 1 $ 296,120,431 $ 13,050 $ 296,133,481 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 are a Level 3 measurement. On May 6, 2024, a fair value of $ 0.20 per Public Warrant was determined. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: May 6, 2024 Market price of public shares $ 9.76 Term (years) 6.61 Risk-free rate 4.43 % Volatility 5.0 % Market Pricing Adjustment 15.0 % 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. Note 9 — Segment Reporting ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Chief Operating Decision Maker (“CODM”), or group, in deciding how to allocate resources and assess performance. 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. 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: June 30, 2025 December 31, 2024 Trust Account $ 302,301,272 $ 296,122,647 Cash $ 426,052 $ 2,412,564 For the Three Months Ended June 30, 2025 For the Three Months Ended June 30, 2024 General and administrative costs $ 2,338,661 $ 298,162 Interest income earned on Trust Account $ 3,181,033 $ 2,260,889 For the Six Months Ended June 30, 2025 For the Six Months Ended June 30, 2024 General and administrative costs $ 2,622,116 $ 322,254 Interest income earned on Trust Account $ 6,178,625 $ 2,260,889 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. 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 $ 75,000 per annum. 13 Table of Contents