UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
CHURCHILL CAPITAL CORP IX |
| (Name of Issuer) |
CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE |
| (Title of Class of Securities) |
G21301125** |
| (CUSIP Number) |
MAY 2, 2024 |
| (Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the notes).
** (See Item 2(e))
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
Page |
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2 |
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of |
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10 |
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| 1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
1,199,726 (See Item 4(a)) |
| 7 |
SOLE DISPOSITIVE POWER
-0- |
| 8 |
SHARED DISPOSITIVE POWER
1,199,726 (See Item 4(a)) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,199,726 (See Item 4(a)) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.1% |
| 12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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G21301125
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SCHEDULE 13G |
Page |
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3 |
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of |
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10 |
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| 1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
1,199,726 (See Item 4(a)) |
| 7 |
SOLE DISPOSITIVE POWER
-0- |
| 8 |
SHARED DISPOSITIVE POWER
1,199,726 (See Item 4(a)) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,199,726 (See Item 4(a)) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.1% |
| 12 |
TYPE OF REPORTING PERSON
OO |
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
Page |
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4 |
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of |
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10 |
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| 1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
1,199,726 (See Item 4(a)) |
| 7 |
SOLE DISPOSITIVE POWER
-0- |
| 8 |
SHARED DISPOSITIVE POWER
1,199,726 (See Item 4(a)) |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,199,726 (See Item 4(a)) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.1% |
| 12 |
TYPE OF REPORTING
PERSON
IN |
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
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| Item 1. |
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(a) |
Name of
Issuer: |
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Churchill Capital Corp IX (the "Issuer")
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(b) |
Address of Issuer’s Principal
Executive Offices: |
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640 Fifth Avenue, 14th Floor
New York, New York 10019
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Item 2. |
(a) |
Name of Person
Filing: |
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(b) |
Address of Principal Business
Office: |
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(c) |
Citizenship: |
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Millennium Management LLC
399 Park Avenue
New York, New York
10022
Citizenship: Delaware |
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Millennium Group Management LLC
399 Park Avenue
New York, New York 10022
Citizenship:
Delaware |
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Israel A. Englander
c/o
Millennium Management LLC
399 Park Avenue
New York, New York
10022
Citizenship: United States |
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(d) |
Title of Class of
Securities: |
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Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") |
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(e) |
CUSIP Number: |
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As of the date of this Schedule 13G, a CUSIP number for the Issuer’s Class A Ordinary Shares is not available. The CUSIP number for the Issuer’s units is G21301125. |
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a) |
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
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(e) |
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
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(g) |
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A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
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(i) |
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
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(j) |
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
See response to Item 9 on each cover page.
After acquiring beneficial ownership of more than 5% of the outstanding Class A Ordinary Shares on May 2, 2024, the reporting persons ceased to be beneficial owners of more than 5% of the outstanding Class A Ordinary Shares by the date of this filing.
(b) Percent of Class:
See response to Item 11 on each cover page.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
See response to Item 5 on each cover page.
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CUSIP
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G21301125 |
SCHEDULE 13G |
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(ii) Shared power to vote or to direct the vote
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
Page |
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of May 8, 2024, by and among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
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SIGNATURE |
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: May 8, 2024
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MILLENNIUM MANAGEMENT
LLC |
By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC |
By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No. |
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G21301125 |
SCHEDULE 13G |
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EXHIBIT I |
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JOINT
FILING AGREEMENT |
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Churchill Capital Corp IX will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 8, 2024
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MILLENNIUM MANAGEMENT
LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT
LLC |
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By: /s/Gil Raviv |
Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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