Current Report Filing (8-k)
December 16 2022 - 7:16AM
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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):
December 15, 2022
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-commencements 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 x
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.
Churchill Capital Corp V, a blank check company
(the “Company”), has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions
of a potential business combination (a “Business Combination”) with a private company that meets the Company’s
investment criteria and principles and with which the Company has had discussions over an extended period of time. As a result, the Company
now has until March 18, 2023 to complete a Business Combination. If the Company is unable to complete a Business Combination by such date
(or such later date as may be approved by the Company’s stockholders at a meeting called for such purpose at which the Company’s
stockholders will be given the opportunity to have their public shares redeemed for a pro rata portion of the funds in the Company’s
trust account), the Company will then liquidate. No assurances can be made that the Company will successfully negotiate and enter into
a definitive agreement for a Business Combination.
To mitigate the risk of the Company being deemed
to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act of 1940, as amended) under the proposed U.S. Securities and Exchange Commission rules regarding special purpose acquisition
companies, the Company has instructed the trustee with respect to the Company’s trust account (the “Trust Account”)
to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in cash until the earlier of consummation of a business combination or liquidation. As a result, following such liquidation, the
Company will not receive further interest on the funds held in the Trust Account, which will reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the Company.
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: December 16, 2022 |
By: |
/s/ Jay Taragin |
|
|
Name: |
Jay Taragin |
|
|
Title: |
Chief Financial Officer |
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