Churchill Capital Corp IX filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01 Entry into a Material Definitive Agreement
On December 2, 2025, Churchill Capital Corp IX (the “Company”) issued an unsecured promissory note (the “Note”) in the aggregate principal amount of up to $1,500,000 to Churchill Sponsor IX LLC (the “Sponsor”), the Company’s sponsor, for the Company’s working capital needs. The Note does not bear interest and matures upon the earlier of the closing of an initial business combination by the Company and the Company’s liquidation.
Amounts outstanding under the Note are convertible, at the option of the Sponsor, into units of the Company (the “Conversion Units”), at a conversion price of $10.00 per Conversion Unit, with each unit consisting of one share of the Company’s Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), and one-quarter of one warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50 per share, subject to adjustment as provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial public offering (“IPO”). The Conversion Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO. The Conversion Units are entitled to registration rights.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit |
Description | |
| 10.1 | Promissory Note issued to Churchill Sponsor IX LLC. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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 | ||||||
| Dated: December 3, 2025 | By: | /s/ Jay Taragin | ||||
| Name: | Jay Taragin | |||||
| Title: | Chief Financial Officer | |||||