Form 8-K
8-K — Churchill Capital Corp IX/Cayman
Accession: 0001193125-26-303455
Filed: 2026-07-15
Period: 2026-07-14
CIK: 0002006291
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d30399d8k.htm (Primary)
EX-99.1 (d30399dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d30399d8k.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2026
CHURCHILL CAPITAL CORP IX
(Exact name of registrant as specified in its charter)
Cayman Islands
001-42041
86-1885237
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
640 Fifth Avenue, 14th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 380-7500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant
CCIXU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
CCIX
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
CCIXW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
On July 14, 2026, the board of directors (the “Board”) of Churchill Capital Corp IX (the “Company”) determined that the Company is unable to consummate a business combination by August 6, 2026, which is the deadline under its Amended and Restated Memorandum and Articles of Association. Accordingly, 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 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), that were included in the units issued in the Company’s initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”) including interest earned (which interest shall be net of amounts withdrawn to fund the Company’s working capital requirements, subject to an annual limit of $1,000,000, and to pay its taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), 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 (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining shareholders and 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor has previously agreed to waive its redemption rights with respect to monies held in the Trust Account with respect to its Class A Ordinary Shares and its shares of the Company’s Class B ordinary shares, par value $0.0001 per share.
In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust operating account while awaiting disbursement to the holders of the Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out by July 28, 2026.
The last day that the Company’s securities will trade on The Nasdaq Stock Market LLC (“Nasdaq”) will be July 27, 2026. Effective as of the close of business on July 28, 2026, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
On July 14, 2026, the Company issued a press release announcing the Redemption, dissolution and liquidation. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
Press Release, dated July 14, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHURCHILL CAPITAL CORP IX
By:
/s/ Jay Taragin
Name:
Jay Taragin
Title:
Chief Financial Officer
Dated: July 14, 2026
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Churchill Capital Corp IX Announces its Intention to Liquidate
New York, New York, July 14, 2026 — Churchill Capital Corp IX (NASDAQ: CCIX) (the “Company”), a publicly traded special purpose
acquisition company, today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), sold
in its initial public offering (the “public shares”) because the Company is unable to complete an initial business combination by the deadline under its Amended and Restated Memorandum and Articles of Association.
Accordingly, 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
Company’s trust account including interest earned (which interest shall be net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $1,000,000, and to pay our taxes (“permitted withdrawals”)
and up to $100,000 of interest to pay dissolution expenses), 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 (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining shareholders and 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. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor has previously agreed to waive its
redemption rights with respect to monies held in the trust account with respect to its Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company.
In order to provide for the disbursement of funds from its trust account, the Company has instructed Continental Stock Transfer & Trust Company
(“Continental”), as its trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of permitted withdrawals, will be held in a trust operating
account while awaiting disbursement to the holders of the public shares. The Company expects to redeem all of the outstanding public shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”).
All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the trust account. Record holders of public shares will receive their pro rata portion of the proceeds of the trust account by
delivering their public shares to Continental, the Company’s transfer agent. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The
Redemption Amount is expected to be paid out by July 28, 2026.
The last day that the Company’s securities will trade on The Nasdaq Stock
Market LLC (“Nasdaq”) will be July 27, 2026. Effective as of the close of business on July 28, 2026, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its
securities. The Company thereafter intends to file a Form 15 with the Commission to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Forward-Looking Statements
This press release, and oral
statements made from time to time by representatives of the Company, may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the
Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of
certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-
looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for its initial public offering, its annual reports on Form 10-K and its quarterly reports on Form 10-Q each filed with the Commission. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by law.
Media Contact:
Churchill Capital Corp IX
info@churchillcapitalcorp.com
212-380-7500
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