Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, at the special meeting of the stockholders of Churchill
Capital Corp V (the "Company") held on March 14, 2023, stockholders of the
Company approved an amendment to the Company's amended and restated certificate
of incorporation (the "Charter") to extend the date by which the Company has to
consummate a business combination from March 18, 2023 to December 18, 2023 (or
such earlier date as determined by the Company's board of directors) (the
"Charter Amendment").
The Company filed the Charter Amendment with the Secretary of State of the State
of Delaware on March 15, 2023. The foregoing description of the Charter
Amendment does not purport to be complete and is qualified in its entirety by
reference to Exhibit 3.1 which is incorporated herein by reference.
Item 8.01 Other Events.
The information disclosed under Item 5.03 of this Current Report is incorporated
by reference into this Item 8.01 to the extent required herein.
Sponsor Contribution to the Trust Account
As previously announced, Churchill Sponsor V LLC (the "Sponsor") will make
monthly deposits directly to the Company's trust account (the "Trust Account")
in the amount of $250,000 (each deposit, a "Contribution") following the
approval and implementation of the Extension Amendment Proposal. Such
Contributions will be made pursuant to a non-interest bearing, unsecured
promissory note (the "Promissory Note") issued by the Company to the Sponsor.
Each Contribution will be paid monthly beginning on March 17, 2023 and
thereafter on the eighteenth day of each month (or if such eighteenth day is not
a business day, on the business day immediately preceding such eighteenth day)
until the earliest to occur of (i) the consummation of a business combination,
(ii) November 17, 2023 and (iii) if a business combination is not consummated,
the date of liquidation of the Trust Account, as determined in the sole
discretion of the Company's board of directors. The Promissory Note will mature
on the earlier of (1) the date the Company consummates a business combination
and (2) the date that the winding up of the Company is effective (such date, the
"Maturity Date").The Promissory Note will not bear any interest, and will be
repayable by the Company to the Sponsor upon the Maturity Date. The Maturity
Date may be accelerated upon the occurrence of an "Event of Default" (as defined
in the Promissory Note). Any outstanding principal under the Promissory Note may
be prepaid at any time by the Company, at its election and without penalty.
The foregoing description of the Promissory Note does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Promissory
Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit
Certificate of Amendment to the Company's Amended and Restated
3.1 Certificate of Incorporation
10.1 Promissory Note, dated as of March 7, 2023, by and between
Churchill Capital Corp V and Churchill Sponsor V LLC (incorporated by
reference to the Exhibit 10.1 filed with the Current Report on Form
8-K filed by the Registrant on March 7, 2023).
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