The information disclosed under Item 1.01 of
this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
As previously disclosed, the Company has called
the Special Meeting at which stockholders will be asked to vote on the following proposals: (1) the Extension Amendment Proposal; (2)
to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time
of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if the Company determines that additional
time is necessary to effectuate the Extension (the “Adjournment Proposal”).
On March 7, 2023, the Company issued a press
release, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference, announcing entry into
the Promissory Note, the Contributions and identifying Sustainable Living Innovations, Inc. (“SLI”) as the party with
which the Company has entered into a letter of intent, as previously announced on December 16, 2022. No assurances can be made that the
Company will successfully negotiate and enter into a definitive agreement with SLI for a Business Combination, or that the proposed transaction
will be consummated on the terms or timeframe currently contemplated, or at all.
In addition, the Company has agreed that, to mitigate
the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, funds held in the Trust Account, including
any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions of the Company’s
Class A common stock, par value $0.0001 per share (the “Class A common stock”), prior to or in connection with the
Extension, a Business Combination or the liquidation of the Company. The foregoing is without prejudice as to how other special purpose
acquisition entities affiliated with the Company may determine to pay for any excise tax liabilities applicable to those other entities.
Additional Information and Where to Find
It
On February 21, 2023, the Company filed a definitive
proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the Special Meeting which further describes the Extension Amendment Proposal.
Forward-Looking Statements
This Current Report includes, and oral statements
made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company has based these forward-looking statements on its current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause the Company’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “will,” “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” “goal,”
“target,” “outlook,” “allow,” “intend” or the negative of such terms or other similar
expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters,
as well as all other statements other than statements of historical fact included in this Current Report. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those described in the Company’s other SEC filings. Forward-looking
statements in this Current Report may include, for example, statements about the Company’s ability to enter into a definitive agreement
with SLI or complete a Business Combination; the anticipated benefits of the Business Combination; the Special Meeting; SLI’s ability
to manufacture building panels and construct buildings; the benefits of SLI’s building system; the interest rate earned on the Trust
Account funds held in the demand deposit account; Contributions by the Sponsor; and any excise tax that may be imposed under the Inflation
Reduction Act of 2022 in connection with redemptions of the Class A common stock.
The forward-looking statements contained in
this Current Report are based on the Company’s current expectations and beliefs concerning future developments and their potential
effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other
assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk
Factors” in the Proxy Statement and in the Company’s most recent Annual Report on Form 10-K and in its subsequent Quarterly
Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation
of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the provisions
of the Securities Act. If a definitive agreement with SLI regarding a Business Combination is entered into, the Company will provide a
separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding
a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
Participants in the Solicitation
The Company and certain of its directors and
executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders, in favor of
the approval of the Extension Amendment Proposal and the Adjournment Proposal. For information regarding the Company’s directors
and executive officers, please see the Company’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q and the
other documents filed (or to be filed) by the Company from time to time with the SEC. Additional information regarding the interests of
those participants and other persons who may be deemed to be participants may be obtained by reading the Proxy Statement and other relevant
documents filed with the SEC when they become available. Free copies of these documents may be obtained at the SEC’s website located
at www.sec.gov or by directing a written request to Churchill Capital Corp V, 640 Fifth Avenue, 12th Floor, New York, NY 10019. If a definitive
agreement with SLI regarding a Business Combination is entered into, the Company will provide a separate proxy statement and/or prospectus
to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not
being asked to make a voting or investment decision regarding a Business Combination at this time.