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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): December 19, 2025

 

 

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 5.07

Submission of Matters to a Vote of Security Holders.

On December 19, 2025, Churchill Capital Corp IX (the “Company”) held its annual general meeting of shareholders (the “Meeting”). Holders of an aggregate of 28,371,371 ordinary shares of the Company, comprised of 21,183,871 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, held as of record as of November 18, 2025, the record date for the Meeting, were present in person or by proxy, representing approximately 77.38% of the shares issued and outstanding and entitled to vote at the Meeting, which represented a quorum. At the Meeting, the following proposal was considered and acted upon by the shareholders of the Company:

 

   

a proposal to ratify, by way of ordinary resolution, the selection by the audit committee of the Board of Directors of the Company of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”).

The number of votes cast for or against, as well as the number of abstentions as to the proposal, are set forth below.

Auditor Ratification Proposal

 

For

 

Against

 

Abstain

28,245,577   794   125,000

Accordingly, the Auditor Ratification Proposal was approved.

 


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: December 19, 2025