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): ~~March~~October 152, 2023 ~~(March 15, 2023)~~

_________________

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-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 53.0301 ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

AsThe ~~previously~~information ~~announced,~~under atItem ~~the special meeting of the stockholders~~8.01 ofregarding ~~Churchill Capital Corp V (~~the ~~“Company”)~~delisting ~~held~~by ~~on March 14, 2023, stockholders of~~ the ~~Company~~New ~~approved~~York anStock ~~amendment~~Exchange ~~to the Company’s amended and restated certificate of incorporation~~ (the “~~Charter~~NYSE”) tois ~~extend~~incorporated ~~the~~into ~~date~~this byItem ~~which~~3.01 ~~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”)~~reference.

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~~On ~~information~~October ~~disclosed~~2, ~~under~~2023, ~~Item~~Churchill Capital 5Corp V (the “Company”) issued a press release announcing that it will redeem all of its outstanding shares of Class A common stock, par value $0.030001 (the “Class A Common Stock”), effective as of ~~this~~the ~~Current~~close ~~Report~~of business on October 17, 2023, isbecause ~~incorporated~~the Company will not consummate an initial business combination within the time period required by ~~reference~~its ~~into~~Amended ~~this~~and ~~Item~~Restated 8Certificate of Incorporation, as amended, and that the previously disclosed non-binding letter of intent has been terminated in accordance with its terms.01 toA copy of the ~~extent~~press ~~required~~release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Sponsor~~The ~~Contribution~~Company expects that the last day of trading of the Class A Common Stock and units of the Company on the NYSE will be October 16, 2023, following which the Company expects that the NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities on or about October 17, 2023. The Company thereafter expects to file a Form 15 with the ~~Trust~~Commission ~~Account~~to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.

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 nonForward-~~interest~~Looking ~~bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the Sponsor.~~Statements

~~Each~~This ~~Contribution~~communication ~~will be~~may ~~paid~~include, ~~monthly~~and ~~beginning~~oral onstatements ~~March~~made 17from time to time by representatives of the Company may include, ~~2023~~“forward-looking ~~and~~statements” within ~~thereafter~~the onmeaning of Section 27A of the ~~eighteenth~~Securities ~~day~~Act of ~~each~~1933, ~~month~~as ~~(or~~amended, ifand ~~such~~Section ~~eighteenth~~21E ~~day~~of isthe ~~not~~Securities aExchange ~~business day~~Act of 1934, onas amended. ~~the~~Statements regarding possible business ~~day~~combinations ~~immediately~~and ~~preceding~~the ~~such~~financing ~~eighteenth~~thereof, ~~day)~~and ~~until~~related ~~the~~matters, ~~earliest~~as towell ~~occur~~as ofall ~~(i)~~other ~~the~~statements other ~~consummation~~than statements of ahistorical ~~business combination,~~fact ~~(ii)~~included ~~November~~in ~~17,~~this ~~2023~~communication ~~and~~are ~~(iii)~~forward-looking ifstatements. aWhen ~~business~~used ~~combination~~in isthis ~~not~~communication, words ~~consummated~~such as “anticipate,” ~~the~~“believe,” ~~date~~“continue,” of“could,” ~~liquidation~~“estimate,” of“expect,” “intend,” ~~the~~“may,” ~~Trust~~“might,” ~~Account~~“plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as ~~determined~~they inrelate to the ~~sole~~Company ~~discretion~~or of the Company’s management ~~board~~team, ofidentify ~~directors~~forward-looking statements. ~~The~~Such ~~Promissory~~forward-looking ~~Note~~statements ~~will~~are ~~mature~~based on the ~~earlier~~beliefs of ~~(1)~~ the ~~date~~Company’s management, ~~the~~as ~~Company~~well ~~consummates~~as aassumptions ~~business~~made ~~combination~~by, and ~~(2)~~information ~~the~~currently ~~date~~available ~~that~~to, the ~~winding~~Company’s upmanagement. ofActual results could differ materially from those contemplated by the ~~Company~~forward-looking isstatements ~~effective~~as ~~(such~~a ~~date,~~result of certain factors detailed in the Company’s ~~“Maturity~~filings ~~Date”)~~with the Commission.~~The~~ ~~Promissory~~All ~~Note~~subsequent ~~will~~written ~~not~~or ~~bear~~oral ~~any~~forward-looking ~~interest,~~statements ~~and~~attributable ~~will~~to bethe ~~repayable~~Company byor persons acting on the Company’s tobehalf ~~the~~are ~~Sponsor upon~~qualified ~~the~~in ~~Maturity~~their ~~Date~~entirety by this paragraph. ~~The~~Forward-looking ~~Maturity~~statements ~~Date~~are ~~may~~subject beto ~~accelerated~~numerous ~~upon~~conditions, many of which are beyond the ~~occurrence~~control of anthe ~~“Event~~Company, ofincluding ~~Default”~~those ~~(as~~set ~~defined~~forth in the Risk Factors section of the Company’s annual ~~Promissory~~report ~~Note).~~on ~~Any~~Form ~~outstanding~~10-K ~~principal~~for ~~under~~the fiscal year ended December 31, 2022, filed with the ~~Promissory~~Commission ~~Note~~on ~~may~~April be4, ~~prepaid~~2023. atThe ~~any~~Company ~~time~~undertakes byno obligation to update these statements for revisions or changes after the ~~Company~~date of this release, atexcept ~~its~~as ~~election~~required ~~and~~by ~~without penalty~~law.

~~The~~Item ~~foregoing~~9.01 ~~description~~Financial ofStatements ~~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~~Exhibits.~~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
99.1		Press Release, dated October 2, 2023
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).
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
Date: March 15, 2023	By:	/s/ Jay Taragin
Date: October 2, 2023	By:	/s/ Jay Taragin
		Name:	Jay Taragin
		Title:	Chief Financial Officer

Filing Compare · Churchill Capital Corp V