SEC Comment Letter 0000000000-24-001241 to Churchill Capital Corp IX/Cayman (CCIX, CCIXU, CCIXW) (CIK 0002006291) (CCIX)
Churchill Capital Corp IX/Cayman (CCIX, CCIXU, CCIXW) (CIK 0002006291)
Date: Feb. 1, 2024 · CIK: 0002006291 · Accession: 0000000000-24-001241
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 31, 2024 Michael Klein Chief Executive Officer Churchill Capital Corp IX/Cayman 640 Fifth Avenue, 14th Floor New York, NY 10019 Re:Churchill Capital Corp IX/Cayman Draft Registration Statement on Form S-1 Submitted January 4, 2024 CIK No. 0002006291 Dear Michael Klein: We have reviewed your draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 submitted January 4, 2024 Risk Factors If we are deemed to be an investment company under the Investment Company Act.…, page 64 1.Please update your disclosure to reflect that the Securities and Exchange Commission, on January 24, 2024, adopted final rules to Enhance Investor Protections Relating to SPACs, Shell Companies, and Projections (See Release No. 33-11265). 2.We note your disclosure of the risk that you could be considered to be operating as an unregistered investment company. Please disclose that if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity in a target company, and any price appreciation in the
FirstName LastNameMichael Klein Comapany NameChurchill Capital Corp IX/Cayman January 31, 2024 Page 2 FirstName LastName Michael Klein Churchill Capital Corp IX/Cayman January 31, 2024 Page 2 combined company. Please confirm that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company. Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Stuart Neuhauser
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United States securities and exchange commission logo
January 31, 2024
Michael Klein
Chief Executive Officer
Churchill Capital Corp IX/Cayman
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp IX/Cayman
Draft Registration Statement on Form S-1
Submitted January 4, 2024
CIK No. 0002006291
Dear Michael Klein:
We have reviewed your draft registration statement and have the following comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted January 4, 2024
Risk Factors
If we are deemed to be an investment company under the Investment Company Act.…, page 64
1.Please update your disclosure to reflect that the Securities and Exchange Commission, on
January 24, 2024, adopted final rules to Enhance Investor Protections Relating to SPACs,
Shell Companies, and Projections (See Release No. 33-11265).
2.We note your disclosure of the risk that you could be considered to be operating as an
unregistered investment company. Please disclose that if you are found to be operating as
an unregistered investment company, you may be required to change your operations,
wind down your operations, or register as an investment company under the Investment
Company Act. Also include disclosure with respect to the consequences to investors if
you are required to wind down your operations as a result of this status, such as the losses
of the investment opportunity in a target company, and any price appreciation in the
FirstName LastNameMichael Klein
Comapany NameChurchill Capital Corp IX/Cayman
January 31, 2024 Page 2
FirstName LastName
Michael Klein
Churchill Capital Corp IX/Cayman
January 31, 2024
Page 2
combined company. Please confirm that if your facts and circumstances change over time,
you will update your disclosure to reflect how those changes impact the risk that you may
be considered to be operating as an unregistered investment company.
Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Stuart Neuhauser