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 30, 2022
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CHURCHILL CAPITAL CORP V
(Exact name of registrant as specified in its charter)
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| 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 ☒
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 30, 2022, Churchill Sponsor V LLC (the “Holder”), being the sole holder of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of Churchill Capital Corp V (the “Company”), acting by written consent in accordance with the Company’s Certificate of Incorporation, re-elected William J. Bynum and Karen G. Mills to continue to serve as members of the board of directors of the Company with a term expiring at the Company’s annual meeting to be held in 2025.
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: January 19, 2023 | By: | /s/ Jay Taragin | |
| | | Name: | Jay Taragin | |
| | | Title: | Chief Financial Officer | |
