NEW
YORK, Oct. 2, 2023 /PRNewswire/ -- Churchill
Capital Corp V (NYSE: CCV) (the "Company"), a publicly-traded
special purpose acquisition company, today announced that its board
of directors (the "Board") has determined to redeem all of its
outstanding shares of Class A common stock, par value $0.0001 (the "public shares") because the Company
will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of
Incorporation (as amended, the "Certificate of Incorporation"). The
previously disclosed non-binding letter of intent has been
terminated in accordance with its terms.
As stated in the Certificate of Incorporation, if the Company is
unable to complete an initial business combination by December 18, 2023 (or such earlier date as
determined by the Board), the Company will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem
100% of the public shares in consideration of a per share price,
payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the trust account, including
interest (net of amounts withdrawn as permitted withdrawals and
less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of
then outstanding public shares, which redemption will completely
extinguish rights of the holders of the public shares (including
the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the
remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company's
obligations under the General Corporation Law of the State of Delaware, as amended from time to
time, to provide for claims of creditors and other requirements of
applicable law. On October 2, 2023,
the Board determined to set the date by which the Company has to
complete its initial business combination to October 16, 2023.
The per-share redemption price for the public shares will be
approximately $10.40 (the "Redemption
Amount"). The last day that the Company's securities will trade on
the New York Stock Exchange (the "NYSE") will be October 16, 2023. Effective as of the close of
business on October 17, 2023, the
public shares will be deemed cancelled and will represent only the
right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in "street name,"
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants (including the private
placement warrants owned by the Company's sponsor), which will
expire worthless.
The Company's sponsor has waived its redemption rights with
respect to the outstanding shares of Class B common stock, par
value $0.0001, of the Company. After
October 17, 2023, the Company shall
cease all operations except for those required to wind up the
Company's business.
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. The Company thereafter expects to file a
Form 15 with the Commission to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and
related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions, as they relate to the Company or the Company's
management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the
Company's management, as well as assumptions made by, and
information currently available to, the Company's management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Commission. All
subsequent written or oral forward-looking statements attributable
to the Company or persons acting on the Company's behalf are
qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the
Risk Factors section of the Company's annual report on Form 10-K
for the fiscal year ended December 31,
2022, filed with the Commission on April 4, 2023. The Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Media Contact
Christina Stenson / Felipe
Ucros
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp V
