Churchill Capital Corp IX/Cayman 8-K

What Happened
On January 26, 2026, Plus Automation, Inc. (PlusAI) announced a non-binding letter of intent (LOI) with TRATON Group to accelerate R&D and scaled deployment of on‑highway autonomous trucking under a pre-existing agreement. The LOI anticipates TRATON paying $25,000,000 to PlusAI per an agreed work schedule and contemplates that, after the closing of the business combination between PlusAI and Churchill Capital Corp IX (Churchill IX), the combined company would issue TRATON (or an affiliate) a warrant to purchase up to 5,000,000 shares of Class A common stock at an $11.50 exercise price. The warrant vests in tranches tied to revenue recognition (see Key Details). TRATON is also expected to have the one‑time right to designate one director to the combined company’s board, subject to customary qualifications.

Key Details

• Date of announcement: January 26, 2026.
• Cash consideration contemplated: $25,000,000 payable to PlusAI per agreed work schedule.
• Warrant: up to 5,000,000 Class A shares; exercise price $11.50; expires seven years after issue.
• Warrant vesting tied to revenue recognition by the combined company: 25% at $100M, +25% at an additional $100M, and the remaining 50% after an additional $200M (fully exercisable upon $400M aggregate revenue).
• Governance: TRATON may designate one individual to the board one time only.
• Transaction timing: any definitive agreement is expected to be executed following the closing of the PlusAI–Churchill IX business combination; the combination is subject to shareholder vote and SEC filings (proxy/prospectus already mailed).

Why It Matters

• Funding and partnership: The $25M and accelerated R&D with TRATON could provide near‑term funding and strategic support for PlusAI’s commercialization efforts.
• Potential dilution: If TRATON’s warrants vest and are exercised, up to 5.0 million new Class A shares could be issued at $11.50 each, which could dilute existing shareholders depending on the combined company’s capital structure.
• Performance‑linked terms: Warrant vesting is tied to revenue milestones (up to $400M), so issuance depends on future sales performance rather than occurring immediately.
• Governance impact: TRATON’s one‑time right to appoint a board member may influence oversight and strategy for the combined company.
  Investors should review Churchill IX’s proxy statement/prospectus and related SEC filings for full details and risks before voting or investing.