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): March 1415, 2023 (March 1415, 2023)

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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)

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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:

☐

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 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

AtAs previously announced, at the special meeting of the stockholders of Churchill Capital Corp V (the “Company”) held on March 14, 2023, ~~(the~~stockholders ~~“Special~~of ~~Meeting”),~~the aCompany ~~total~~approved ofan ~~44,612,883~~amendment ~~(71.38%)~~to ~~shares of~~ the Company’s ~~issued~~amended and ~~outstanding~~restated ~~common~~certificate ~~stock~~of incorporation (the “~~Common Stock~~Charter”) ~~held~~to ofextend ~~record~~the atdate by which the ~~close~~Company has ofto consummate a business ~~on February~~combination 15from March 18, 2023, ~~the~~to ~~record~~December ~~date~~18, ~~for~~2023 ~~the~~(or ~~Special~~such ~~Meeting,~~earlier ~~were~~date ~~represented~~as determined by ~~proxy,~~the ~~which~~Company’s board ~~constituted~~of adirectors) ~~quorum~~(the “Charter Amendment”).

The ~~stockholders of the~~ Company ~~(the~~filed ~~“Stockholders”) voted on~~ the ~~proposal~~Charter ~~to adopt an amendment (the “Extension~~ Amendment ~~Proposal”),~~with ~~which is described in more detail in~~ the ~~definitive~~ ~~proxy~~Secretary ~~statement~~of State of the ~~Company~~State ~~filed~~of ~~with~~Delaware ~~the Securities and Exchange Commission (the “SEC”)~~ on ~~February~~March 2115, 2023 ~~(the~~. ~~“Proxy~~The ~~Statement”),~~foregoing todescription ~~the Company’s amended and restated certificate~~ of ~~incorporation (~~the “Charter~~”) to~~ ~~extend~~Amendment ~~the~~does ~~date~~not bypurport ~~which the Company has~~ to ~~consummate~~be acomplete ~~business~~and ~~combination~~is qualified ~~(the~~in ~~“Extension”)~~its ~~from~~entirety ~~March~~by ~~18,~~reference ~~2023~~ to ~~December~~ ~~18,~~Exhibit ~~2023~~3.1 ~~(or~~which ~~such~~is ~~earlier~~incorporated ~~date~~herein ~~as determined~~ by ~~the Company’s board of directors) (the “Charter Amendment”)~~reference.

The final voting results for the Extension Amendment Proposal were as follows:

For		Against		Abstain		Broker Non-Votes
43,943,643		660,065		9,175		N/A

As there were sufficient votes to approve the Extension Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.

The Extension will not be effective until the Charter Amendment has been filed with the Secretary of State of the State of Delaware. The board of directors of the Company retains the right to abandon and not implement the Extension at any time without any further action by the Stockholders.

Item 8.01

Other Events.

The information disclosed under Item 5.0703 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.

~~Redemptions~~Sponsor Contribution to the Trust Account

InAs ~~connection~~previously ~~with~~announced, ~~the~~Churchill ~~vote~~Sponsor toV ~~approve~~LLC (the ~~Extension Amendment~~“Sponsor”) ~~Proposal,~~will ~~holders~~make ofmonthly ~~35,223,748~~deposits ~~shares~~directly ~~of Class A common stock exercised their right~~ to ~~redeem~~the ~~their~~Company’s ~~shares~~trust ~~for~~account ~~cash~~(the at“Trust aAccount”) ~~redemption~~in ~~price~~the ~~of approximately $10.07 per share, for an aggregate redemption~~ amount of ~~approximately~~ $~~354.7~~250,000 ~~million.~~(each Asdeposit, a ~~result,~~“Contribution”) ~~approximately $354.7~~following ~~million will be removed from~~ the ~~Trust Account to redeem such shares~~ approval and ~~14,776,252~~implementation ~~shares~~ of ~~Class A common stock will remain outstanding after~~ the ~~redemption~~Extension ~~has~~Amendment ~~been effected~~Proposal. ~~Upon~~Such ~~payment~~Contributions ~~of the redemption, approximately $148.9 million~~ will ~~remain~~be ~~in the Trust Account prior to any deposits~~ made bypursuant ~~Churchill Sponsor V LLC (the “Sponsor”)~~ to ~~the~~a ~~Company’s trust account pursuant to the~~ non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the Sponsor~~, which was previously filed with the SEC on March 7, 2023~~.

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
3.1		Certificate of Amendment to the Company’s Amended and Restated 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).
104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

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
	CHURCHILL CAPITAL CORP V
Date: March 14, 2023	By:	/s/ Jay Taragin
Date: March 15, 2023	By:	/s/ Jay Taragin
		Name:	Jay Taragin
		Title:	Chief Financial Officer

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