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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 2, 2023
_________________
CHURCHILL CAPITAL
CORP V
(Exact name of registrant as specified in its charter)
_________________
| Delaware |
001-39806 |
85-1023777 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
640 Fifth Avenue, 12th Floor
New York, NY |
10019 |
| (Address of principal executive offices) |
(Zip Code) |
(212) 380-7500
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last
report)
_________________
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant |
|
CCV.U |
|
New
York Stock Exchange |
| |
|
|
|
|
| Shares
of Class A common stock |
|
CCV |
|
New
York Stock Exchange |
| |
|
|
|
|
| Warrants |
|
CCV
WS |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing. |
The information under Item 8.01
regarding the delisting by the New York Stock Exchange (the “NYSE”) is incorporated into this Item 3.01 by reference.
On October 2, 2023, Churchill
Capital Corp V (the “Company”) issued a press release announcing that it will redeem all of its outstanding shares of Class
A common stock, par value $0.0001 (the “Class A Common Stock”), effective as of the close of business on October 17, 2023,
because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate
of Incorporation, as amended, and that the previously disclosed non-binding letter of intent has been terminated in accordance with its
terms. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company expects that
the last day of trading of the Class A Common Stock and units of the Company on the NYSE will be October 16, 2023, following which the
Company expects that the NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”)
to delist its securities on or about October 17, 2023. The Company thereafter expects to file a Form 15 with the Commission to terminate
the registration of its securities under the Securities and Exchange Act of 1934, as amended.
Forward-Looking Statements
This communication may
include, 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, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements regarding 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 communication are forward-looking statements. When used in this communication,
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or the Company’s
management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s
management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could
differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on
the Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual
report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on April 4, 2023. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CHURCHILL CAPITAL CORP V
|
|
| |
|
|
| Date: October 2, 2023 |
By: |
/s/ Jay Taragin |
|
| |
|
Name: |
Jay Taragin |
|
| |
|
Title: |
Chief Financial Officer |
|
EXHIBIT 99.1
Churchill Capital Corp V Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
NEW YORK, NY, October 2, 2023 – Churchill
Capital Corp V (NYSE: CCV) (the “Company”), a publicly-traded special purpose acquisition company, today announced that its
board of directors (the “Board”) has determined to redeem all of its outstanding shares of Class A common stock, par value
$0.0001 (the “public shares”) because the Company will not consummate an initial business combination within the time period
required by its Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”). The previously
disclosed non-binding letter of intent has been terminated in accordance with its terms.
As stated in the Certificate of Incorporation, if
the Company is unable to complete an initial business combination by December 18, 2023 (or such earlier date as determined by the Board),
the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a
per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account,
including interest (net of amounts withdrawn as permitted withdrawals and less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders
of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law
of the State of Delaware, as amended from time to time, to provide for claims of creditors and other requirements of applicable law. On
October 2, 2023, the Board determined to set the date by which the Company has to complete its initial business combination to October
16, 2023.
The per-share redemption price for the public shares
will be approximately $10.40 (the “Redemption Amount”). The last day that the Company’s securities will trade on the
New York Stock Exchange (the “NYSE”) will be October 16, 2023. Effective as of the close of business on October 17, 2023,
the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders
of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street
name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants (including the private placement warrants owned by the Company’s sponsor),
which will expire worthless.
The Company’s sponsor has waived its redemption
rights with respect to the outstanding shares of Class B common stock, par value $0.0001, of the Company. After October 17, 2023, the
Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that the NYSE will file a Form
25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter
expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934,
as amended.
Forward-Looking Statements
This press release may include, 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, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding 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
press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions, as they relate to the Company or the Company’s management team, identify forward-looking
statements. Such forward-looking
statements are based on the beliefs of the Company’s management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s
behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form
10-K for the fiscal year ended December 31, 2022, filed with the Commission on April 4, 2023. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release, except as required by law.
SOURCE: Churchill Capital Corp V
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Churchill Capital Corp V (NYSE:CCV)
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