Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference in this Item 1.01.
Item 2.03. Creation of Direct Financial Obligations or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On August 30, 2021, Churchill Capital Corp V (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of $1,500,000 to Churchill
Sponsor V LLC, or its registered assigns or successors in interest or order (the
"Sponsor"), which may be drawn down by the Company from time to time upon
written notice to the Sponsor. The Note does not bear interest and is repayable
in full upon the earlier of (i) the date of consummation of the Company's
initial business combination, and (ii) the winding up of the Company. The
Sponsor has the option, at any time prior to payment in full of the principal
balance of the Note, to convert all or a portion of the unpaid principal balance
of the Note into that number of warrants to purchase one share of Class A common
stock, $0.0001 par value per share, of the Company (the "Working Capital
Warrants") equal to the principal amount of the Note so converted divided by
$1.00. The terms of the Working Capital Warrants will be identical to the terms
of the warrants issued by the Company to the Sponsor in a private placement at
the time of the Company's initial public offering. The Note is subject to
customary events of default, the occurrence of which automatically triggers the
unpaid principal balance of the Note and all other sums payable with regard to
the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The disclosure set forth in this Item 2.03 is intended to be a summary only and
is qualified in its entirety by reference to the Note, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Promissory Note, dated August 30, 2021, issued by Churchill Capital
Corp V to Churchill Sponsor V LLC.
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