Current Report Filing (8-k)
May 11 2021 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 11, 2021
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CHURCHILL CAPITAL
CORP VI
(Exact name of registrant as specified in its charter)
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Delaware
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001-40052
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85-3391359
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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640 Fifth Avenue, 12th Floor
New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of one share of
Class A common stock,
$0.0001 par value, and one-fifth of one warrant
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CCVI.U
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New York Stock Exchange
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Shares of Class A common stock
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CCVI
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New York Stock Exchange
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Warrants
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CCVI WS
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New York Stock Exchange
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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. ¨
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.
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Effective May 11, 2021, the Board of Directors
(the “Board”) of Churchill Capital Corp VI (the “Company”) appointed Andrew Frankle and Stephen Murphy as directors
of the Company. Mr. Frankle will serve as a Class III director of the Company with a term expiring at the Company’s third annual
meeting of stockholders following the Company’s initial public offering, and Mr. Murphy will serve as a Class II director of the
Company with a term expiring at the Company’s second annual meeting of stockholders following the Company’s initial public
offering. Mr. Frankle will serve on the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating Committee
of the Board. Mr. Murphy will serve on the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating Committee
of the Board.
Mr. Frankle is the Founder and Managing Director
of Eleven Capital Advisors, an investment banking team that provides dedicated coverage to professionally managed family offices, successful
entrepreneurs and family-sponsored pools of capital. From 2016 to 2020, Mr. Frankle served as a Managing Director at Credit Suisse, providing
investment banking and capital markets coverage for family offices. Previously, he was a Managing Director and Group Head of ICG Business
Development at Citigroup Global Markets, Inc., where he focused on expanding financial products and services delivered to institutional
clients. Mr. Frankle previously served as a Managing Director in Citigroup’s Media & Entertainment Group. Prior to Citigroup,
Mr. Frankle was a Managing Director and the Head of US Media & Communications Investment Banking at Schroder & Co, Inc. Mr. Frankle
began his career as a financial analyst and associate in the Corporate Finance Department at Wertheim Schroder & Co Incorporated.
Mr. Frankle was also appointed to the Board of Directors of Churchill Capital Corp VII, effective May 11, 2021. Mr. Frankle earned his
M.B.A., with honors, from the Harvard Graduate School of Business Administration and received his B.S. in Economics from The Wharton
School at the University of Pennsylvania, graduating summa cum laude with the Robert J. Schweich Prize in Security Analysis. Mr.
Frankle was selected to serve on the Company’s Board due to his significant financial and leadership experience.
Mr. Murphy is Co-Founder and Executive Chairman
of Authentic Bespoke Limited, a boutique investment group, and serves on the boards of all of its wholly-owned subsidiaries. Mr. Murphy
has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries
and is actively involved in a number of international businesses at board levels. Mr. Murphy is an angel investor in various technology
companies which are pursuing “green” or sustainable solutions. Mr. Murphy served as a director of various companies related
to Choiseul Africa Capital, which was involved in infrastructure investment in developing African countries, including a US$4.7 billion
oil refining complex, electricity and gas production and distribution and waste management services. Mr. Murphy has also served principally
as either a company director or chairman of various luxury goods companies in the UK and Ireland. Mr. Murphy was trained as a financial
analyst in New York starting in 1985 and ultimately was made head of Salomon Brothers International’s M&A Group in London.
As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation of private and public financings and capital
raising. Mr. Murphy was also appointed to the Board of Directors of Churchill Capital Corp VII, effective May 11, 2021. Mr. Murphy received
an M.B.A. from St. John's University and a B.S. from CUNY's John Jay College. Mr. Murphy was selected to serve on the Company’s
Board due to his significant financial and leadership experience.
In connection with their elections to the Board,
Mr. Frankle and Mr. Murphy will enter into indemnification agreements with the Company pursuant to which the Company will agree to indemnify
them from certain liabilities that may arise by reason of their status as directors and advance certain expenses incurred by them. The
form of indemnification agreement was filed as Exhibit 10.7 to the Registration Statement on Form S-1, filed with the Securities and Exchange
Commission (the “SEC”) on February 8, 2021. Mr. Frankle and Mr. Murphy will also enter into letter agreements among Churchill
Sponsor VI LLC and the Company’s officers and directors, and these agreements waive certain redemption rights and certain rights
to liquidating distributions from the trust account. The form of letter agreement was filed as Exhibit 10.2 to the Registration Statement
on Form S-1, filed with the Securities and Exchange Commission on February 8, 2021.
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.
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Churchill Capital Corp VI
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Date: May 11, 2021
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By:
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/s/ Jay Taragin
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Name:
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Jay Taragin
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Title:
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Chief Financial Officer
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Churchill Capital Corp VI (NYSE:CCVI)
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