Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Churchill Capital Corp IX (not Infleqtion, Inc., as noted in the metadata request) on May 15, 2025. The report covers events occurring between May 13, 2025, and May 16, 2025. The company is a Cayman Islands exempted company incorporated as a special purpose acquisition company (SPAC).
Key Financial Metrics
- Gross IPO Proceeds: $414,000,000 from the sale of 41,400,000 Units at $10.00 per Unit (including full exercise of the over-allotment option).
- Private Placement Proceeds: $3,000,000 from the sale of 300,000 Private Placement Units to the Sponsor at $10.00 per Unit.
- Total Funds in Trust: $414,000,000 (comprised of $413,713,500 net IPO proceeds and $286,500 private placement proceeds).
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the company has not yet consummated an initial business combination.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. The company now has outstanding Class A ordinary shares (CCCX), Units (CCCXU), and Warrants (CCCXW). Additionally, the company entered into definitive agreements including an Underwriting Agreement with BTIG, LLC, and various trust and warrant agreements.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months of the IPO closing (May 15, 2025), or 27 months if a letter of intent or definitive agreement is executed within the first 24 months.
- Redemption Rights: Public shareholders may redeem their shares if the company fails to complete a business combination within the specified timeframe or in connection with certain amendments to the charter.
- Trust Account Restrictions: Funds in the trust account are generally not accessible for working capital (except up to $1,000,000 annually for taxes and working capital) until the completion of a business combination, redemption, or dissolution.
- Management Changes: William Sherman was appointed to the Board of Directors, serving as interim chair of the Audit Committee and chair of the Compensation Committee.
Investor Verification Checklist
- Verify the exact terms of the over-allotment option exercise and the final number of units sold.
- Confirm the specific date by which the 24-month or 27-month business combination deadline expires.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Check the Underwriting Agreement (Exhibit 1.1) for details on deferred underwriting discounts and lock-up provisions.
- Monitor the trust account balance and any withdrawals permitted for tax or working capital purposes.