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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Churchill Capital Corp V - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 1, 2024 |
COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC SC 13G/A 1 ccva120124.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp V-A (Name of Issuer) Common Stock (Title of Class of Securities) 17143T107 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| October 31, 2023 |
CCV / Churchill Capital Corp V - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 ef20012864sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Churchill Capital Corp V (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17144T107 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Sta |
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| October 31, 2023 |
EX-99.1 2 ef20012864ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp V dated as of October 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordanc |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39806 Churchill Capital Corp V (Exact name of registrant as specified i |
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| October 17, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 30, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 2, 2023 |
EXHIBIT 99.1 Churchill Capital Corp V Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, October 2, 2023 – 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 stoc |
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| October 2, 2023 |
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): October 2, 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) (Commissio |
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| August 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39806 Chur |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39806 Chu |
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| April 11, 2023 |
CCV / Churchill Capital Corp V - Class A / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 10, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp VII dated as of April 10, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under |
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| April 10, 2023 |
CCV / Churchill Capital Corp V - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Churchill Capital Corp V (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17144T107 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| April 4, 2023 |
Table of Contents UNIT ED STATES SEC URITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 3, 2023 |
PART I — REGISTRANT INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-39806 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 17144T 115 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp V-A (Name of Issuer) Common Stock (Title of Class of Securities) 17143T107 (CUSIP Number) March 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| March 15, 2023 |
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 15, 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 incorpora |
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| March 15, 2023 |
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP V Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP V (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of th |
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| March 14, 2023 |
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 14, 2023 (March 14, 2023) CHURCHILL CAPITAL CORP V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorpora |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 7, 2023 |
EXHIBIT 99.1 Churchill Capital Corp V Announces Sustainable Living Innovations, Inc. as Letter of Intent Counterparty and Monthly Contribution to Trust Account in Connection with Proposed Extension Churchill Capital Corp V (“Churchill V”) announces Sustainable Living Innovations, Inc. as the party with which it has entered into the previously announced letter of intent Churchill Sponsor V LLC will |
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| March 7, 2023 |
EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 7, 2023 |
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 7, 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 |
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| February 21, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2023 |
EX-99.2 3 tm225349d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
SC 13G/A 1 p23-0601sc13ga.htm CHURCHILL CAPITAL CORP V SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp V (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2021 and December 31, 2022 (Date of Event Which Re |
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| February 14, 2023 |
EX-99.3 4 tm225349d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2023 |
EX-99.1 2 tm225349d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
CCV / Churchill Capital Corp V / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm225349d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Churchill Capital Corp V (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the follow |
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| February 2, 2023 |
CCV / Churchill Capital Corp V / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Churchill Capital Corp V (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 2, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp V dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) unde |
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| February 2, 2023 |
EX-99.2 3 tm234504d37ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 31, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 20, 2023 |
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): December 30, 2022 CHURCHILL CAPITAL CORP V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| December 16, 2022 |
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): December 15, 2022 CHURCHILL CAPITAL CORP V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39806 |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39806 Chur |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39806 Churchill Capital Cor |
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| March 31, 2022 |
Indemnity Agreement, dated January 3, 2022, between the Registrant and Alan Schrager. Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 5, 2022, by and between Churchill Capital Corp V, a Delaware corporation (the ?Company?), and Alan Schrager (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itse |
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| March 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-389 |
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| February 14, 2022 |
CCV / Churchill Capital Corp V / Churchill Sponsor V LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp V (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 14, 2022 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0. |
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| February 14, 2022 |
CCV / Churchill Capital Corp V / Schonfeld Strategic Advisors LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 14, 2022 |
EX-99.2 3 tm225573d9ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2022 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2022 |
CCV / Churchill Capital Corp V / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Churchill Capital Corp V (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp V (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r |
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| February 3, 2022 |
CCV / Churchill Capital Corp V / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CHURCHILL CAPITAL CORP V (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17144T107 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi |
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| January 14, 2022 |
CCV / Churchill Capital Corp V / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp V (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17144T107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 5, 2022 |
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): December 29, 2021 CHURCHILL CAPITAL CORP V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| December 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| December 27, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| November 19, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 19, 2021 |
Exhibit 10.1 ? THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| November 19, 2021 |
Exhibit 10.2 ? EXECUTION COPY ? Churchill Capital Corp V 640 Fifth Avenue, 12th Floor New York, NY 10019 ? November 16, 2021 ? ? M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 ? Re: Administrative Services Agreement - Amendment ? Ladies and Gentlemen: ? Reference is made to that certain letter agreement (the ?Original Agreement?) by and between Churchill Capital Corp V, |
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| November 19, 2021 |
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): November 18, 2021 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-39806 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ???Transition Report on Form 10-K ???Transition Report on Form 20-F ???Transition Report on Form 11-K ???Transition Report on |
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| September 3, 2021 |
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): August 30, 2021 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commissio |
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| September 3, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| May 24, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
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): May 20, 2021 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 F |
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| May 18, 2021 |
OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response????????????????2. |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38960 Churchill Capit |
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| March 31, 2021 |
Description of Securities of the Company. Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms |
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| March 12, 2021 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0. |
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| March 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp V (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 17144T107 (CUSIP Number) March 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is |
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| March 12, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| March 12, 2021 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Churchill Capital Corp V (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 17144T206 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp. V (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 17144T206 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHURCHILL CAPITAL CORP V (Name of Issuer) UNITS (Title of Class of Securities) 17144T206 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 5, 2021 |
Financial Statements and Exhibits, Other Events 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): February 5, 2021 (February 4, 2021) Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incor |
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| February 5, 2021 |
Exhibit 99.1 Churchill Capital Corp V Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing February 5, 2021 NEW YORK, NY, february 4, 2021 – Churchill Capital Corp V (the “Company” or “Churchill”) announced that commencing February 5, 2021, holders of the units sold in the Company’s initial public offering of 50,000,000 units may elect to separately trade the Class A |
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| January 21, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp V (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17144T206** (CUSIP Number) January 11, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul |
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| December 28, 2020 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Churchill Capital Corp V: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 18, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Churchill Capital Corp V Opinion on the Financial |
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| December 28, 2020 |
Financial Statements and Exhibits, Other Events 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): December 18, 2020 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| December 28, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp V (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 17144T206** (CUSIP Number) December 18, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru |
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| December 23, 2020 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHURCHILL CAPITAL CORP V (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17144T206** (CUSIP Number) DECEMBER 16, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| December 22, 2020 |
Exhibit 10.7 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Glenn R. August (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractua |
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| December 22, 2020 |
Exhibit 10.8 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Dena J. Brumpton (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractu |
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| December 22, 2020 |
Exhibit 1.1 Execution Version Churchill Capital Corp V 45,000,000 Units1 UNDERWRITING AGREEMENT New York, New York December 15, 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Churchill Capital Corp V, a Delaware corporation (the “Company”), proposes |
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| December 22, 2020 |
Exhibit 10.11 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Karen G. Mills (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractua |
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| December 22, 2020 |
Exhibit 10.10 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Mark Klein (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually |
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| December 22, 2020 |
Exhibit 10.12 Churchill Capital Corp V 640 Fifth Avenue, 12th Floor New York, NY 10019 December 15, 2020 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Churchill Capital Corp V, a Delaware corporation (the “Company”) and M. Klein Associates, Inc., a New York corporation (the |
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| December 22, 2020 |
Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 15, 2020 (this “Agreement”), is entered into by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Churchill Sponsor V LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consumm |
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| December 22, 2020 |
Exhibit 4.4 Execution Version CHURCHILL CAPITAL CORP V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of December 15, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2020 is by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the |
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| December 22, 2020 |
Exhibit 10.1 Execution Version December 15, 2020 Churchill Capital Corp V 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp V, a Delaware cor |
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| December 22, 2020 |
Exhibit 10.5 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Michael Klein (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractuall |
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| December 22, 2020 |
Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and William J. Bynum (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate i |
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| December 22, 2020 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP V December 15, 2020 Churchill Capital Corp V, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Churchill Capital Corp V”. The original certificate of incorporation of the Corporation was filed under the name of One J |
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| December 22, 2020 |
EX-10.2 6 tm2038969d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the |
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| December 22, 2020 |
Exhibit 10.6 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between Churchill Capital Corp V, a Delaware corporation (the “Company”), and Jay Taragin (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually |
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| December 22, 2020 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2020, is made and entered into by and among Churchill Capital Corp V, a Delaware corporation (the “Company”), Churchill Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page |
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| December 22, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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): December 18, 2020 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 001-39806 85-1023777 (State or other jurisdiction of incorporation) (Commiss |
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| December 16, 2020 |
$450,000,000 Churchill Capital Corp V 45,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-248972 and 333-251371 P R O S P E C T U S $450,000,000 Churchill Capital Corp V 45,000,000 Units Churchill Capital Corp V is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with on |
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| December 15, 2020 |
As filed with the Securities and Exchange Commission on December 15, 2020 Registration No. |
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| December 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHURCHILL CAPITAL CORP V (Exact Name of Registrant as specified in its charter) Delaware 85-1023777 (State or other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 640 Fifth A |
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| December 14, 2020 |
Churchill Capital Corp V 640 Fifth Avenue, 12th Floor New York, NY 10019 Churchill Capital Corp V 640 Fifth Avenue, 12th Floor New York, NY 10019 December 14, 2020 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 14, 2020 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 December 14, 2020 VIA EDGAR Ronald Alpert and David Link United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Churchill Capital Corp V Registration Statement on Form S-1 Filed September 22, 2020, as amended File No. 333-248972 Dear Ladies and Gentlem |
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| December 11, 2020 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp V of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Cap |
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| December 11, 2020 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp V of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Cap |
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| December 11, 2020 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp V of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Cap |
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| December 11, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 11, 2020. Registration No. 333-248972 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 6770 85-1023777 (State or other |
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| December 11, 2020 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp V of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Cap |
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| October 22, 2020 |
Form of Underwriting Agreement Exhibit 1.1 Churchill Capital Corp V 40,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [●], 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Churchill Capital Corp V, a Delaware corporation (the “Company”), proposes to issue and sell to the |
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| October 22, 2020 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP V [ • ], 2020 Churchill Capital Corp V, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Churchill Capital Corp V”. The original certificate of incorporation of the Corporation was filed under the name of One Judith |
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| October 22, 2020 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 22, 2020. Registration No. 333-248972 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 6770 85-1023777 (State or other j |
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| September 22, 2020 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by One Judith Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of One Judith |
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| September 22, 2020 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•] (the “Registration Stateme |
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| September 22, 2020 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE], is made and entered into by and among [COMPANY], a Delaware corporation (the “Company”), [SPONSOR COMPANY], a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor |
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| September 22, 2020 |
Exhibit 3.3 BY LAWS OF [COMPANY] (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. Section 1.2 |
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| September 22, 2020 |
Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [COMPANY] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF [COMPANY] (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly authorized a |
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| September 22, 2020 |
Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] [COMPANY] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 p |
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| September 22, 2020 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 September 22, 2020 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| September 22, 2020 |
Exhibit 10.5 EXECUTION VERSION One Judith Acquisition Corp 640 Fifth Avenue, 12th Floor New York, NY 10019 May 13, 2020 One Judith Sponsor LLC 640 Fifth Avenue, 12th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer One Judith Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock |
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| September 22, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between [COMPANY], a Delaware corporation (the “Company”), and [SPONSOR COMPANY], a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of the Company’s un |
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| September 22, 2020 |
Exhibit 10.2 [DATE] [COMPANY] [ADDRESS] [PHONE NUMBER] Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among [COMPANY], a Delaware corporation (the “Company”) and [BANK] (the “Representative”), relating to an underwritten initial p |
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| September 22, 2020 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harm |
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| September 22, 2020 |
Registration Statement on Form S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 22, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp V (Exact name of registrant as specified in its charter) Delaware 6770 85-1023777 (State or other jurisdiction of |
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| September 22, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 [COMPANY] and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [DATE] THIS WARRANT AGREEMENT (this “Agreement”), dated as of [DATE] is by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on [DATE], the Company entered into that c |
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| September 22, 2020 |
Exhibit 10.1 EXECUTION VERSION THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN |
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| September 22, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ONE JUDITH ACQUISITION CORP May 12, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is One Judith Acquisition Corp (the “Corporation”). A |
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| September 22, 2020 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF [COMPANY] [DATE] [COMPANY], a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “[COMPANY]”. The original certificate of incorporation of the Corporation was filed under the name of [COMPANY] with the Secretary of State of the State of Delawar |
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| September 22, 2020 |
Exhibit 10.8 [COMPANY LETTERHEAD] [DATE] M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between [COMPANY], a Delaware corporation (the “Company”) and M. Klein Associates, Inc., a New York corporation (the “Services Provider”), dated as of the date hereof, will confirm our agreement t |
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| September 4, 2020 |
TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on September 4, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 T |
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| July 9, 2020 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 July 9, 2020 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| July 9, 2020 |
TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on July 9, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FOR |
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| June 12, 2020 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harm |
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| June 12, 2020 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE], is made and entered into by and among [COMPANY], a Delaware corporation (the “Company”), [SPONSOR COMPANY], a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor |
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| June 12, 2020 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between [COMPANY], a Delaware corporation (the “Company”), and [SPONSOR COMPANY], a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of the Company’s un |
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| June 12, 2020 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF [COMPANY] Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF [COMPANY] [DATE] [COMPANY], a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “[COMPANY]”. The original certificate of incorporation of the Corporation was filed under the name of [COMPANY] with the Secretary of State of the State of Delawar |
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| June 12, 2020 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 June 12, 2020 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| June 12, 2020 |
Exhibit 10.2 [DATE] [COMPANY] [ADDRESS] [PHONE NUMBER] Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among [COMPANY], a Delaware corporation (the “Company”) and [BANK] (the “Representative”), relating to an underwritten initial p |
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| June 12, 2020 |
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [COMPANY] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF [COMPANY] (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly authorized a |
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| June 12, 2020 |
Consent to be Named as a Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by One Judith Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of One Judith |
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| June 12, 2020 |
BY LAWS (THE “CORPORATION”) ARTICLE I OFFICES Exhibit 3.3 BY LAWS OF [COMPANY] (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. Section 1.2 |
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| June 12, 2020 |
CERTIFICATE OF INCORPORATION OF ONE JUDITH ACQUISITION CORP May 12, 2020 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ONE JUDITH ACQUISITION CORP May 12, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is One Judith Acquisition Corp (the “Corporation”). A |
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| June 12, 2020 |
One Judith Acquisition Corp 640 Fifth Avenue, 12th Floor New York, NY 10019 Exhibit 10.5 EXECUTION VERSION One Judith Acquisition Corp 640 Fifth Avenue, 12th Floor New York, NY 10019 May 13, 2020 One Judith Sponsor LLC 640 Fifth Avenue, 12th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer One Judith Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock |
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| June 12, 2020 |
Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] [COMPANY] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 p |
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| June 12, 2020 |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [DATE] Exhibit 4.4 [COMPANY] and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [DATE] THIS WARRANT AGREEMENT (this “Agreement”), dated as of [DATE] is by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on [DATE], the Company entered into that c |
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| June 12, 2020 |
Exhibit 10.1 EXECUTION VERSION THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN |
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| June 12, 2020 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•] (the “Registration Stateme |
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| June 12, 2020 |
TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on June 12, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION |
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| June 12, 2020 |
Exhibit 10.8 [COMPANY LETTERHEAD] [DATE] M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between [COMPANY], a Delaware corporation (the “Company”) and M. Klein Associates, Inc., a New York corporation (the “Services Provider”), dated as of the date hereof, will confirm our agreement t |
