Churchill Capital IX Seeks Auditor Ratification Ahead of PlusAI Business Combo

TL;DR

**CCIXW's auditor ratification is a non-event, but the mention of PlusAI signals a potential deal, making this a 'hold' for now.**

AI Summary

Churchill Capital Corp IX (CCIXW) is holding its annual general meeting on December 19, 2025, to ratify the selection of WithumSmith+Brown, PC as its independent registered public accounting firm for the year ending December 31, 2025. The company, a Cayman Islands exempted blank check company, completed its Initial Public Offering on May 6, 2025, raising $287,500,000 from 28,750,000 Units. Simultaneously, it sold 725,000 Private Placement Units to its Sponsor, Churchill Sponsor IX LLC, for $7,250,000. As of the Record Date, November 18, 2025, there were 29,475,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares outstanding. The Board, including CEO Michael Klein, strongly recommends a 'FOR' vote on the Auditor Ratification Proposal, emphasizing stability and continuity in the auditor as the company seeks to complete a Business Combination, potentially with PlusAI. The approval requires a simple majority of votes cast by shareholders present in person or by proxy.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the routine but essential process of auditor ratification, a foundational element of corporate governance and financial transparency. While seemingly administrative, the continuity of WithumSmith+Brown, PC as auditor provides stability as Churchill Capital Corp IX navigates its search for a Business Combination, potentially with PlusAI. For employees and customers of a future merged entity, a stable financial oversight framework is vital for long-term confidence. In the competitive SPAC market, demonstrating robust governance, even in preliminary stages, can enhance investor trust and differentiate CCIXW.

Risk Assessment

Risk Level: low — The primary purpose of this filing is the routine ratification of the independent auditor, WithumSmith+Brown, PC, for the year ending December 31, 2025. This is a standard corporate governance item with minimal inherent risk. The Board unanimously recommends approval, and insiders, holding approximately 21.6% of outstanding shares, are expected to vote 'FOR' the proposal, making its passage highly probable.

Analyst Insight

Investors should vote 'FOR' the Auditor Ratification Proposal as recommended by the Board, as it's a standard governance item. More importantly, they should monitor future filings for updates on the potential PlusAI Business Combination, as this is the key value driver for the SPAC.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $287,500,000 — Gross proceeds from Initial Public Offering (Generated from 28,750,000 Units at $10.00 per Unit)
• 28,750,000 — Units issued in Initial Public Offering (Includes 3,750,000 Units from over-allotment option)
• $7,250,000 — Gross proceeds from Private Placement (Generated from 725,000 Private Placement Units at $10.00 per Unit)
• 725,000 — Private Placement Units sold to Sponsor (Sold to Churchill Sponsor IX LLC)
• 29,475,000 — Class A Ordinary Shares outstanding (As of the Record Date, November 18, 2025)
• 7,187,500 — Class B Ordinary Shares outstanding (As of the Record Date, November 18, 2025)
• 21.6% — Percentage of total Ordinary Shares owned by insiders (Sponsor, directors, and officers collectively own 725,000 Class A and 7,187,500 Class B Ordinary Shares)
• December 19, 2025 — Date of Annual General Meeting (Meeting to be held at 9:00 a.m. Eastern Time)
• November 18, 2025 — Record Date for voting (Shareholders of record on this date are entitled to vote)
• 12,220,834 — Ordinary Shares required for a Quorum (Represents one-third of outstanding Ordinary Shares)

Key Players & Entities

• Churchill Capital Corp IX (company) — Registrant and SPAC
• WithumSmith+Brown, PC (company) — Independent registered public accounting firm
• Michael Klein (person) — Chief Executive Officer, President and Chairman of the Board of Directors
• Churchill Sponsor IX LLC (company) — Sponsor of Churchill Capital Corp IX
• Ellenoff Grossman & Schole LLP (company) — Location for the annual general meeting
• Kyle Unice (person) — Contact person at Ellenoff Grossman & Schole LLP
• PlusAI (company) — Potential Business Combination target
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq (regulator) — The Nasdaq Stock Market LLC

FAQ

Risk Factors

• Dependence on Business Combination Target [high — regulatory]: As a blank check company, Churchill Capital Corp IX's existence and ability to generate revenue are entirely dependent on completing a business combination. Failure to identify and complete a suitable business combination within the specified timeframe (typically 24 months from IPO) could result in the dissolution of the company and the loss of invested capital for shareholders.
• Redemption Risk [high — financial]: Shareholders have the right to redeem their shares for a pro rata portion of the trust account if they do not agree with the proposed business combination. A high redemption rate could deplete the cash available for the combined company, potentially jeopardizing the transaction or its post-combination viability.
• Management Team's Experience [medium — operational]: The success of the business combination and the subsequent operations of the combined entity heavily rely on the experience and expertise of the management team, including CEO Michael Klein. Any perceived deficiencies or lack of relevant industry experience could pose a risk to strategic execution and financial performance.
• Potential Litigation [medium — legal]: As with any public company, Churchill Capital Corp IX is subject to the risk of shareholder litigation, particularly concerning the fairness of proposed business combinations, disclosures, or the process of the IPO and subsequent events. Such litigation can be costly and time-consuming.
• Accounting Firm Ratification [low — regulatory]: The annual general meeting is to ratify the selection of WithumSmith+Brown, PC as the independent registered public accounting firm. While this is a routine matter, any issues or perceived lack of independence with the auditor could raise concerns about financial reporting integrity.

Industry Context

Churchill Capital Corp IX operates within the Special Purpose Acquisition Company (SPAC) sector, a segment of the financial services industry focused on facilitating public listings for private companies. The SPAC market has experienced significant growth and subsequent volatility, with increased regulatory scrutiny. Companies like Churchill Capital Corp IX aim to leverage their IPO proceeds to identify and merge with targets in various industries, often technology or growth-oriented sectors.

Regulatory Implications

As a Cayman Islands exempted company listed in the U.S., Churchill Capital Corp IX is subject to SEC regulations, including proxy solicitation rules and reporting requirements. The ratification of the auditor is a standard governance procedure mandated by these regulations to ensure financial transparency and integrity. Any failure to comply with these regulations could result in penalties and impact investor confidence.

What Investors Should Do

1. Vote 'FOR' the Auditor Ratification Proposal
2. Review the 2024 Annual Report
3. Confirm attendance for the Annual General Meeting
4. Vote by proxy if unable to attend

Key Dates

• 2025-12-19: Annual General Meeting — Shareholders will vote on the ratification of the independent auditor and other company business. This is a critical step in the company's governance and operational continuity.
• 2025-11-18: Record Date — Establishes the shareholders eligible to vote at the Annual General Meeting. Shareholders as of this date are entitled to have their votes counted.
• 2025-03-31: Filing of 2024 Annual Report on Form 10-K — Provides audited financial statements for the fiscal year ended December 31, 2024, offering insights into the company's financial performance prior to the current proxy statement's focus.
• 2025-05-06: Initial Public Offering Completion — The date Churchill Capital Corp IX raised $287,500,000, marking its entry into the public markets as a blank check company.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders regarding an annual general meeting, including proposals to be voted on and related disclosures. (This document is the DEF 14A proxy statement for Churchill Capital Corp IX's annual general meeting.)

Blank Check Company

A company formed to raise capital through an initial public offering (IPO) for the purpose of acquiring or merging with an existing company, often without a specific target identified at the time of IPO. (Churchill Capital Corp IX is a blank check company seeking to complete a business combination.)

Ordinary Resolution

A type of resolution requiring a simple majority of the votes cast by shareholders present in person or by proxy at a meeting. (The Auditor Ratification Proposal requires an ordinary resolution for approval.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (November 18, 2025, is the Record Date for determining voting eligibility for the December 19, 2025, meeting.)

Class B Ordinary Shares

A class of shares typically held by the company's sponsor or founders, often carrying different voting rights or conversion privileges compared to Class A shares. (The Sponsor, Churchill Sponsor IX LLC, holds Class B Ordinary Shares, which are outstanding along with Class A Ordinary Shares.)

Business Combination

The merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination transaction that a special purpose acquisition company (SPAC) seeks to complete. (Churchill Capital Corp IX is actively seeking to complete a business combination.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual general meeting, primarily focused on the ratification of the auditor for the upcoming fiscal year (2025) and providing information related to the 2024 fiscal year's financial statements. It does not present comparative financial performance metrics like revenue or net income against a prior year's filing in the same manner as an annual report. The key focus is on corporate governance and the auditor selection process, rather than a year-over-year financial performance review.

Key Financial Figures

• $10.00 — t "). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $287,500,000 — nit, generating gross proceeds to us of $287,500,000. Simultaneously with the closing of the
• $7,250,000 — "), generating gross proceeds to us of $7,250,000. The Private Placement Units (and under

Filing Documents

• d89793ddef14a.htm (DEF 14A) — 178KB
• g89793snap222.jpg (GRAPHIC) — 1KB
• g89793snap33.jpg (GRAPHIC) — 1KB
• g89793sp1a.jpg (GRAPHIC) — 1KB
• 0001193125-25-293828.txt ( ) — 183KB

From the Filing

DEF 14A 1 d89793ddef14a.htm DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CHURCHILL CAPITAL CORP IX (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents CHURCHILL CAPITAL CORP IX 640 FIFTH AVENUE, 14 TH FLOOR NEW YORK, NEW YORK 10019 LETTER TO SHAREHOLDERS Dear Churchill Capital Corp IX Shareholder: You are cordially invited to attend the annual general meeting of the shareholders (the " Meeting ") of Churchill Capital Corp IX, a Cayman Islands exempted company (the " Company "), which will be held on December 19, 2025, at 9:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. You will be permitted to attend the Meeting in person at the offices of Ellenoff Grossman & Schole LLP or participate virtually via the Internet. You are requested to confirm your attendance, whether in person or online, at least two business days in advance of the Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Kyle Unice, 1345 Avenue of the Americas, 11 th Floor, New York, New York, 10105. If attending online, upon receipt of such confirmation, the webcast information for the Meeting will be provided to you. Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to vote your shares online by visiting https://www.cstproxy.com/churchillcapitalix/2025. The accompanying proxy statement (the " Proxy Statement ") is dated November 24, 2025 and is first being mailed to shareholders of the Company on or about November 24, 2025. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information about the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposal (the " Auditor Ratification Proposal "): Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the Board's audit committee of WithumSmith+Brown, PC (" Withum ") to serve as the Company's independent registered public accounting firm for the year ending December 31, 2025 (the " Auditor Ratification Proposal "). The Auditor Ratification Proposal is more fully described in the accompanying Proxy Statement; please take the time to read carefully the Auditor Ratification Proposal before you vote. In addition to considering and voting on the foregoing Auditor Ratification Proposal, members of the Company's management (the " Management ") will be available at the Meeting to discuss the audited financial statements of the Company for the fiscal year ended December 31, 2024 filed with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the " SEC ") on March 31, 2025 (the " 2024 Annual Report "), and answer questions of shareholders regarding the Company's current affairs. The approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Company's Class A ordinary shares and Class B ordinary shares (collectively, the " Ordinary Shares ") present in person (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. The Board has fixed the close of business on November 18, 2025 as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof (the "Record Date "). Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof. The Company believes that it is in the best interests of the Company that the selection of Withu

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