SEC Form 8-K filed by Churchill Capital Corp IX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 18, 2025, the board of directors (the “Board”) of Churchill Capital Corp IX (the “Company”) appointed Paul D. Lapping as a director and as a member of the audit committee and the compensation committee of the Board, effective as of April 18, 2025. He will serve as a member of the second class of directors, which term will expire at the Company’s second annual general meeting.
Paul D. Lapping, age 62, is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005 that focuses on technology, healthcare, fintech, and artificial intelligence sectors. From January 2011 to October 2012, Mr. Lapping served as Chief Operating Officer of SuRo Capital Corp. (NASDAQ: SSSS), a publicly traded, growth-stage venture capital firm. Prior to that, Mr. Lapping served as a Director and Chief Financial Officer of New University Holdings Corp., a capital pool company listed on the TSX Venture Exchange, from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a Director of 57th Street General Acquisition Corp., a special purpose acquisition company (“SPAC”). Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc., and its affiliated companies, including Fruit of the Loom, Inc., and West Point-Pepperell, Inc., in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping is a Certified Public Accountant. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping is well qualified to serve as a member of the Board based on his extensive investment and management experience in the technology, healthcare, fintech, and artificial intelligence sectors.
No family relationships exist between Mr. Lapping and any other directors or executive officers of the Company. Mr. Lapping is not party to any arrangements with any other person pursuant to which he was nominated as a director. There are no transactions to which the Company is or was a participant and in which Mr. Lapping has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointments, Mr. Lapping signed a joinder to that certain letter agreement dated as of May 1, 2024, by and among the Company, its officers, its directors and Churchill Sponsor IX LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of Company they hold in favor of an initial business combination. Mr. Lapping also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 22, 2024.
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: April 22, 2025 | ||||||