M&A - Churchill Capital Corp IX/Cayman

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525136268

Filing Summary: On June 5, 2025, Churchill Capital Corp IX entered into a Merger Agreement with AL Merger Sub I, Inc., AL Merger Sub II, LLC, and Plus Automation, Inc. The transaction involves a two-step merger process where the first step will see Merger Sub I merge into Plus Automation, making it a wholly-owned subsidiary of Churchill, followed by a second merger with Merger Sub II. The deal is contingent upon receiving shareholder approvals and meeting other conditions. Following the merger, Churchill will transition from a Cayman Islands corporation to a Delaware corporation, changing its name to PlusAI Holdings, Inc. Shareholders of Plus Automation will receive shares of SPAC Class A Common Stock based on a pre-money equity valuation of $1.2 billion. Additionally, warrants and options will convert under adjusted terms, and the merged company may issue extra shares based on performance criteria over five years. Various covenants and regulatory compliance provisions are included in the agreement, with customary rights for shareholders outlined in the Voting and Support Agreements. The merger requires approval from both Churchill's and Plus Automation's shareholders, with expected completion contingent on structural and regulatory fulfillment.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525136264

Filing Summary: Churchill Capital Corp IX has entered into a Merger Agreement with Plus Automation, Inc. The transaction involves a two-step merger process where a subsidiary of Churchill will merge with Plus Automation, with the latter becoming a wholly-owned subsidiary of Churchill. Following this merger, a subsequent merger will occur. The initial merger is named the 'First Merger' and the following one is termed 'Second Merger'. The proposed mergers aim for a business combination targeting a pre-money equity value of $1.2 billion. The agreement entails the conversion of existing shares and warrants to align with the new entity's structure post-merger, with specific conditions needed for the transaction's completion, including shareholder approval and regulatory compliance. Churchill plans to transition from a Cayman Islands entity to a Delaware corporation as part of the domestication process, changing its name to 'PlusAI Holdings, Inc.' Additionally, stockholder agreements have been put in place to ensure necessary approvals and eliminate dissenters' rights. The merger could facilitate the issuance of additional shares based on future performance metrics over a defined period following the closing.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135338

Filing Summary: On June 5, 2025, Churchill Capital Corp IX and Plus Automation, Inc. entered into an Agreement and Plan of Merger and Reorganization. This agreement outlines the intention for Churchill to acquire Plus and for Plus's stockholders to receive shares of Churchill. Upon closing of the merger, Churchill will deregister as a Cayman Islands exempted company and domesticate as a Delaware corporation. The transaction is projected to provide up to $300 million in gross proceeds to fund Plus through its anticipated commercial launch of autonomous trucks in 2027. The combined entity will operate as PlusAI with a pre-money equity valuation of $1.2 billion. Churchill IX’s shareholders are expected to vote on the transaction and it has been approved by the boards of both companies. The parties plan for the transaction to close in the fourth quarter of 2025, pending customary closing conditions including shareholder approval.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136003

Filing Summary: Churchill Capital Corp IX ("Churchill IX") has announced a proposed business combination with Plus Automation, Inc. ("Plus"). The transaction values Plus at a pre-money equity value of $1.2 billion and is expected to close in the fourth quarter of 2025. Upon completion, Plus will operate as a publicly listed company under the name PlusAI. The announcement was made by David Liu, CEO of Plus, who emphasized the opportunity for growth and investment following the merger. The transaction is still subject to various approvals, including governmental and shareholder consents. Churchill IX plans to file a registration statement on Form S-4 with the SEC for shareholder consideration, which will include proxy statements and other relevant documents. Employees of Plus have been informed of the restrictions on public statements and trading related to the deal, as well as the importance of maintaining confidentiality during this period. The communication underscores the commitment to the company's mission and values while navigating this potential transformation into a public entity.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136008

Filing Summary: On June 5, 2025, Churchill Capital Corp IX announced a business combination agreement with Plus Automation, Inc. This transaction aims to merge Plus Automation into Churchill IX, leveraging Plus's AI-powered virtual driver software for autonomous trucking, which addresses the significant labor shortages in the trucking industry. The webcast detailing the merger outlined the strategic benefits of this combination, including access to a $2 trillion trucking market and utilizing partnerships with major OEMs such as TRATON, Hyundai, and IVECO. Plus aims to deploy its SuperDrive technology to enhance efficiency and safety in trucking logistics, with projected commercial operations planned for 2027. The merger is noted as shareholder-friendly, funded through a $300 million capital raise aimed at supporting Plus's long-term growth as an IPO-ready enterprise. This merger is positioned as a transformation within the logistics space, promising substantial returns for both companies' investors.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136013

Filing Summary: Churchill Capital Corp IX has announced a proposed business combination with Plus Automation, Inc. During an All-Hands meeting on June 5, 2025, employees were informed about the transaction that aims to take Plus public. The merger will establish Plus and Churchill IX as a combined public company named PlusAI, which offers a significant capital increase for Plus's growth and product development. Churchill IX is a SPAC founded by Michael Klein, who has a history of successfully launching high-growth companies in public equity markets. The merger is expected to complete by Q4 2025 pending fulfillment of certain conditions, including regulatory approvals and shareholder votes. Details on the merger's valuation, insider trading regulations, and employee equity implications were also discussed, emphasizing the need for compliance with SEC regulations during the transition to public trading.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136015

Filing Summary: Churchill Capital Corp IX is entering into a business combination agreement with Plus Automation, Inc. This merger has an ascribed pre-money equity value of $1.2 billion. The transaction is projected to close in the fourth quarter of 2025, at which point Plus will become publicly listed, reverting to its original name, PlusAI. The company anticipates increased capital for growth and expansion following the merger. The agreement still requires governmental and shareholder approvals, as well as the successful performance of Plus. The company advises all employees against discussing the merger publicly until further guidance is issued and emphasizes compliance with SEC regulations regarding insider information. Shareholders will receive further information through a forthcoming registration statement on Form S-4 and the associated proxy materials for their review before any voting. The detailed proxy statement will outline essential information about the merger and the two companies involved.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136016

Filing Summary: On June 5, 2025, Churchill Capital Corp IX announced a proposed business combination with Plus Automation, Inc. This merger will allow Plus to go public, marking a significant step for the company's mission in delivering autonomous driving software for the commercial trucking industry. The merger is expected to provide up to $300 million in gross proceeds to fund Plus through its anticipated launch of SuperDrive-enabled autonomous trucks in 2027. Plus has a pre-money equity value of $1.2 billion, offering Churchill IX shareholders an appealing investment opportunity. The combined entity will operate under the name PlusAI. The transaction has received unanimous approval from the boards of both companies and is projected to close in the fourth quarter of 2025, subject to customary conditions, including shareholder approvals. Following the closure, existing shareholders of Plus will be subjected to lock-up agreements lasting up to a year. This merger aims to tackle the substantial challenges in the $2 trillion trucking market, primarily the scarcity of drivers and rising operational costs, by leveraging Plus's advanced AI technology. Partners in this venture include notable global truck manufacturers like TRATON GROUP, Hyundai, and IVECO, which support Plus's goal of scaling and deploying autonomous technology in North America and Europe.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525136017

Filing Summary: On June 5, 2025, Churchill Capital Corp IX announced a proposed business combination with Plus Automation, Inc. Various executives from Plus, including the CEO, CFO, CTO, COO, and VP of Investor Relations, shared posts related to this development on LinkedIn. The release also contains forward-looking statements regarding market opportunities, customer adoption rates, autonomous driving solutions, financial expectations, and risks associated with the business. It emphasizes the uncertainty of projections and the potential for actual results to differ due to known and unknown risks. The communication does not constitute an offer for securities or the solicitation of votes, and investors are warned against placing undue reliance on forward-looking statements.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525135336

Filing Summary: On June 5, 2025, Churchill Capital Corp IX and Plus Automation, Inc. entered into a Merger Agreement, where Churchill will acquire Plus Automation, leading to a business combination whereby Plus Automation's stockholders will receive shares of Churchill. Following the transaction, Churchill will deregister as a Cayman Islands entity and transition to a Delaware corporation. A press release announcing the transaction was issued on the same day, along with an investor presentation. Additional documentation and details about the proposed transaction will be filed with the SEC for shareholder consideration, including a registration statement and proxy statements for their upcoming vote. Forward-looking statements included risk factors that might affect the anticipated outcome of the merger and the parties' future operations and market positions.