Item 4 — Purpose of Transaction
Merger Agreement As disclosed in the Current Report on Form 8-K filed by Churchill Capital Corp IX (the "Issuer") on June 6, 2025, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among the Issuer, AL Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Issuer ("Merger Sub I"), AL Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Issuer ("Merger Sub II") and Plus Automation, Inc., a Delaware corporation ("Plus"). Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub I will merge with and into Plus, with Plus continuing as the surviving corporation and a wholly-owned subsidiary of the Issuer ("First Merger"), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the "Second Merger" and, together with the First Merger, the "Mergers"). The transactions contemplated by the Merger Agreement are referred to as the "Transactions." The proposed Mergers are expected to be consummated following the receipt of the required approval by the shareholders of the Issuer and Plus and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on June 6, 2025, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in such Form 8-K. In connection with the execution of the Merger Agreement, certain of the Reporting Persons entered into the A&R Registration Rights Agreement and Sponsor Agreement, each as defined and described below. Amended and Restated Registration Rights Agreement Effective upon the closing of the Mergers, that certain Registration Rights Agreement of the Issuer, dated May 1, 2024, will be amended and restated, and the Issuer, Sponsor and certain persons and entities receiving SPAC Common Stock in connection with the Mergers (the "New Holders" and, together with Sponsor, the "Reg Rights Holders") will be parties to an Amended and Restated Registration Rights Agreement, attached as Exhibit E to the Merger Agreement (the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, the Issuer will agree to use commercially reasonable efforts to (i) file with the SEC (at the Issuer's sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 15 business days after the Closing (the "Resale Registration Statement") and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the 105th calendar day (or 165th calendar day if the Commission notifies the Issuer that it will "review" the Shelf Registration Statement) after the Closing Date. In certain circumstances, the Reg Rights Holders may demand in the aggregate up to 3 underwritten offerings and will be entitled to customary piggyback registration rights. Pursuant to the A&R Registration Rights Agreement, the New Holders have agreed not to transfer their respective shares for a period of 180 days following the Closing Date; however, such transfer restrictions terminate as to (a) 50% of such holder's shares upon the earlier of 180 days after the Closing and the date on which the VWAP of the Class A Common Stock equals or exceeds $12.00 per share during any 15 trading days within any 180 consecutive trading day period following the Closing, and (b) 50% of such holder's shares upon the earlier of 360 days after the Closing and the date on which the VWAP of the Class A Common Stock equals or exceeds $14.00 per share during any 15 trading days within any 360 consecutive trading day period following the Closing, subject to certain exceptions to the termination of transfer restrictions with respect to shares of SPAC Common Stock issued as Earnout Consideration or held directly or indirectly by certain founder executives of Plus. Similar transfer restrictions will apply to the shares of SPAC Common Stock issued to former securityholders of Plus in connection with the Mergers pursuant to the Bylaws of Domesticated SPAC in effect following the Domestication and the Closing. The foregoing description of the A&R Registration Rights Agreement is not complete and is qualified in its entirety by reference to the A&R Registration Rights Agreement attached as Exhibit 10.5 to this Schedule 13D. Amended and Restated Sponsor Agreement In connection with