DEF: Churchill Capital IX Schedules Annual Meeting for Auditor Vote

Churchill Capital Corp IX announced its annual general meeting for December 19, 2025, primarily to ratify the selection of WithumSmith+Brown, PC as its independent auditor for the fiscal year ending December 31, 2025.

Summary

• The Annual General Meeting (AGM) of shareholders is scheduled for December 19, 2025, at 9:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP in New York.
• Shareholders have the option to attend the meeting in person or participate virtually via the Internet.
• The primary agenda item for the meeting is the Auditor Ratification Proposal, which seeks to ratify the selection of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Management will be available at the meeting to discuss the company's audited financial statements for the fiscal year ended December 31, 2024, as filed in the Annual Report on Form 10-K on March 31, 2025, and to answer shareholder questions.
• Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, meaning the affirmative vote of a simple majority of the votes cast by shareholders present in person or by proxy.
• The Record Date for determining shareholders entitled to vote at the meeting is November 18, 2025.
• The Board of Directors unanimously recommends that shareholders vote FOR the Auditor Ratification Proposal.
• Churchill Capital Corp IX is a blank check company, incorporated on December 18, 2023, with the purpose of effecting a Business Combination.
• The company consummated its Initial Public Offering (IPO) on May 6, 2025, raising gross proceeds of $287,500,000 from 28,750,000 Units.
• A private placement of 725,000 Private Placement Units to Churchill Sponsor IX LLC generated gross proceeds of $7,250,000.
• As of September 30, 2025, approximately $304.5 million from the IPO and Private Placement is held in a Trust Account.
• The company entered into a Merger Agreement for the PlusAI Business Combination on June 5, 2025, which was subsequently amended on September 8, 2025, and September 18, 2025; shareholders are not being asked to vote on this Business Combination at this meeting.
• On the Record Date, there were 29,475,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares issued and outstanding, totaling 36,662,500 Ordinary Shares.
• The Sponsor, directors, and officers collectively beneficially own 725,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares, representing approximately 21.6% of the total outstanding Ordinary Shares.
• Audit fees paid to WithumSmith+Brown, PC were approximately $100,880 for the year ended December 31, 2024, and $4,308 for the period from inception (December 18, 2023) through December 31, 2023.
• Audit-related fees paid to WithumSmith+Brown, PC were approximately $32,000 for 2024 and $0 for 2023.
• Tax fees paid to WithumSmith+Brown, PC were approximately $4,000 for 2024 and $4,000 for 2023.
• The company has engaged Sodali & Co as the Solicitation Agent for proxy solicitation services, with an agreed payment of approximately $10,000.

Sentiment

Score: 6

Explanation: The filing is largely procedural, focusing on auditor ratification, which is a routine corporate governance matter. The confirmation of the ongoing PlusAI Business Combination is a positive step for a SPAC, but the inherent risks associated with blank check companies and the impact of new 2024 SPAC Rules introduce some uncertainty. The substantial trust account balance provides a solid foundation.

Positives

• The Board of Directors unanimously recommends the ratification of WithumSmith+Brown, PC as the independent auditor, indicating confidence in their services.
• The company emphasizes the importance of stability and continuity in its auditor, which is beneficial during its ongoing search for and completion of a Business Combination.
• A substantial amount of approximately $304.5 million is held in the Trust Account as of September 30, 2025, providing capital for the anticipated Business Combination.

Negatives

• The company is a blank check company with no operations, meaning its future success is entirely dependent on completing a Business Combination.
• New 2024 SEC rules and regulations relating to SPACs may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time.
• The company disclaims any obligation to publicly update or revise forward-looking statements, except as required by applicable law, which could limit transparency on future developments.

Risks

• The ability to complete the PlusAI Business Combination.
• The volatility of the market price and liquidity of the company's securities.
• The use of funds not held in the Trust Account or available from interest income on the Trust Account balance.
• The competitive environment in which the successor company will operate following the PlusAI Business Combination.
• The 2024 SPAC Rules may materially affect the ability to negotiate and complete the initial Business Combination and may increase the costs and time related thereto.
• The risk that the company could become subject to regulation under the Investment Company Act of 1940, based on its duration, asset composition, business purpose, and management activities.

Future Outlook

The company is a blank check company focused on completing its initial Business Combination, specifically the PlusAI Business Combination. The 2024 SPAC Rules may impact the ability to complete this combination, potentially increasing costs and time. The company anticipates its 2026 annual meeting will be held no later than December 31, 2026, unless the PlusAI Business Combination is not consummated and shareholders do not approve an extension, in which case the company would wind up, liquidate, and dissolve.

Management Comments

• The Board has determined that the Auditor Ratification Proposal is in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote FOR such Proposal.
• Our Audit Committee and Board believe that stability and continuity in the Company’s auditor is important as we continue to search for and complete the Business Combination.

Industry Context

The filing highlights the ongoing challenges and regulatory changes impacting Special Purpose Acquisition Companies (SPACs). The mention of the 2024 SPAC Rules underscores the increased scrutiny and disclosure requirements for SPACs, which could affect the timeline, cost, and feasibility of completing business combinations. This regulatory environment adds complexity to the SPAC model, potentially influencing investor sentiment and the operational strategies of companies like Churchill Capital Corp IX as they pursue their initial business combinations.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results for direct comparison.
• The discussion of the 2024 SPAC Rules indicates the company is operating within a dynamic regulatory landscape that affects all SPACs, requiring adherence to new disclosure and operational standards.

Corporate Governance

Related Party Transactions

• Churchill Sponsor IX LLC (the Sponsor) purchased 725,000 Private Placement Units at $10.00 per unit, generating gross proceeds of $7,250,000.
• Michael Klein, the company's Chief Executive Officer, President, and Chairman, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor IX LLC, and is thus deemed to beneficially own the securities held by the Sponsor.
• Private Placement Warrants held by the Sponsor or its permitted transferees are non-redeemable, unlike Public Warrants.

Stakeholder Impact

• Shareholders are directly impacted as they are requested to vote on the Auditor Ratification Proposal, a key corporate governance matter. Their investment value remains tied to the successful completion of the PlusAI Business Combination.
• Company management and the Board of Directors are responsible for navigating the company towards completing the Business Combination and ensuring compliance with evolving regulatory requirements, such as the 2024 SPAC Rules.
• WithumSmith+Brown, PC, as the independent registered public accounting firm, will continue its engagement if ratified, maintaining its role in the company's financial oversight.
• The 2024 SPAC Rules could impact the broader market for SPACs, potentially affecting future investors and the overall SPAC ecosystem.

Next Steps

• Shareholders are to vote on the Auditor Ratification Proposal at the Annual General Meeting on December 19, 2025.
• Management will discuss the 2024 Annual Report and answer shareholder questions at the Annual General Meeting.
• The company intends to consummate the PlusAI Business Combination following required approvals and satisfaction of closing conditions.
• The annual meeting of shareholders for the 2026 fiscal year is anticipated to be held no later than December 31, 2026.

Key Dates

Recommendation

The filing is a routine proxy statement for auditor ratification, a standard corporate governance event. It does not contain new material financial or operational information that would significantly alter the company's valuation or investment thesis. While the ongoing pursuit of the PlusAI Business Combination is noted, the inherent risks of a SPAC, including the impact of new SPAC rules, persist. Investors should hold their position pending further substantive updates on the Business Combination or financial performance.

Keywords

SPAC, Churchill Capital Corp IX, PlusAI, Business Combination, Proxy Statement, Auditor Ratification, WithumSmith+Brown, SEC Filing, Corporate Governance, Annual Meeting, Blank Check Company, IPO, Trust Account, Shareholder Vote, 2024 SPAC Rules