Item 1.01 Entry into a Material Definitive Agreement.
On
At the special meeting of the Company to be held at
If the Extension Amendment Proposal is approved, such Contributions will be paid
monthly beginning on
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.
The funds in the Trust Account are currently held in an interest bearing demand deposit account. The interest rate on such deposit account is currently 4.45% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 2.03 to the extent required herein.
Item 8.01 Other Events.
The information disclosed under Item 1.01 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
As previously disclosed, the Company has called the Special Meeting at which stockholders will be asked to vote on the following proposals: (1) the Extension Amendment Proposal; (2) to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension (the "Adjournment Proposal").
On
In addition, the Company has agreed that, to mitigate the current uncertainty
surrounding the implementation of the Inflation Reduction Act of 2022, funds
held in the Trust Account, including any interest thereon, will not be used to
pay for any excise tax liabilities with respect to any future redemptions of the
Company's Class A common stock, par value
Additional Information and Where to Find It
On
Forward-Looking Statements
This Current Report includes, 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 (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company has based these forward-looking
statements on its current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about the Company that may cause the Company's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as
"will," "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," "goal," "target," "outlook," "allow,"
"intend" or the negative of such terms or other similar expressions. Such
statements include, but are not limited to, 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 Current Report.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in the Company's other
The forward-looking statements contained in this Current Report are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled "Risk Factors" in the Proxy Statement and in the Company's most recent Annual Report on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the provisions of the Securities Act. If a definitive agreement with SLI regarding a Business Combination is entered into, the Company will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders,
in favor of the approval of the Extension Amendment Proposal and the Adjournment
Proposal. For information regarding the Company's directors and executive
officers, please see the Company's Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q and the other documents filed (or to be filed) by
the Company from time to time with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Title 10.1 Promissory Note, dated as ofMarch 7, 2023 , by and betweenChurchill Capital Corp V andChurchill Sponsor V LLC . 99.1 Press Release, datedMarch 7, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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