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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Churchill Capital Corp V | NYSE:CCV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.395 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
85-1023777 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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 | The New York Stock Exchange | ||
Shares of Class A common stock | CCV | The New York Stock Exchange | ||
Warrants included as part of the units | CCV WS | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated file r |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
For the Three Months Ended |
||||||||
March 31, |
||||||||
2022 |
2021 |
|||||||
Operating and formation costs |
$ | 881,740 | $ | 317,997 | ||||
Loss from operations |
(881,740 |
) |
(317,997 |
) | ||||
Other income (expense): |
||||||||
Change in fair value of warrant liabilities |
8,805,000 | (5,475,000 | ) | |||||
Interest earned on marketable securities held in Trust Account |
147,809 | 94,460 | ||||||
Unrealized loss on marketable securities held in Trust Account |
(6,957 | ) | (3,961 | ) | ||||
Change in fair value of conversion option liability |
138,741 | — | ||||||
Interest expense - debt discount |
(51,951 | ) | — | |||||
Other income (expense), net |
9,032,642 | (5,384,501 | ) | |||||
Net income (loss) |
$ |
8,150,902 |
$ |
(5,702,498 |
) | |||
Basic and diluted weighted average shares outstanding of Class A common stock |
50,000,000 | 50,000,000 | ||||||
Basic and diluted net income (loss) income per share, Class A common stock |
$ |
0.13 |
$ |
(0.09 |
) | |||
Basic and diluted weighted average shares outstanding of Class B common stock |
12,500,000 | 12,500,000 | ||||||
Basic and diluted net income (loss) per share, Class B common stock |
$ |
0.13 |
$ |
(0.09 |
) | |||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance — January 1, 2022 |
— |
$ |
— |
12,500,000 |
$ |
1,250 |
$ |
— |
$ |
(41,387,771 |
) |
$ |
(41,386,521 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 8,150,902 | 8,150,902 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2022 |
— |
$ |
— |
12,500,000 |
$ |
1,250 |
$ |
— |
$ |
(33,236,869 |
) |
$ |
(33,235,619 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance — January 1, 2021 |
— |
$ |
— |
12,500,000 |
$ |
1,250 |
$ |
— |
$ |
(43,506,825 |
) |
$ |
(43,505,575 |
) | ||||||||||||||
Remeasurement adjustment on redeemable common stock |
— | — | — | — | — | (16,948 | ) | (16,948 | ) | |||||||||||||||||||
Net loss |
— | — | — | — | — | (5,702,498 | ) | (5,702,498 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2021 |
— |
$ |
— |
12,500,000 |
$ |
1,250 |
$ |
— |
$ |
(49,226,271 |
) |
$ |
(49,225,021 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
For the Three Months Ended |
|||||||
March 31, |
March 31, |
|||||||
2022 |
2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 8,150,902 | $ | (5,702,498 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of warrant liabilities |
(8,805,000 | ) | 5,475,000 | |||||
Amortization of debt discount |
51,951 | — | ||||||
Interest earned on marketable securities held in Trust Account |
(147,809 | ) | (94,460 | ) | ||||
Unrealized loss on marketable securities held in Trust Account |
6,957 | 3,961 | ||||||
Change in value of conversion option liability |
(138,741 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
21,312 | (626,854 | ) | |||||
Accrued expenses |
676,534 | 87,749 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(183,894 |
) |
(857,102 |
) | ||||
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
Net change in cash |
(183,894 |
) |
(857,102 |
) | ||||
Cash – Beginning of period |
206,841 | 1,505,116 | ||||||
|
|
|
|
|||||
Cash – End of period |
$ |
22,947 |
$ |
648,014 |
||||
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
||||||||
Remeasurement adjustment on redeemable common stock |
$ | — | $ | 16,948 | ||||
|
|
|
|
Gross proceeds |
$ | 500,000,000 | ||
Less: |
||||
Proceeds allocated to Public Warrants |
$ | (12,375,000 | ) | |
Class A common stock issuance costs |
$ | (26,303,933 | ) | |
Plus: |
||||
Remeasurement of carrying value to redemption value |
$ | 38,661,985 | ||
Class A common stock subject to possible redemption, December 31, 2020 |
$ | 499,983,052 | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
$ | 16,948 | ||
Class A common stock subject to possible redemption, December 31, 2021 |
$ | 500,000,000 | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
$ | — | ||
Class A common stock subject to possible redemption, March 31, 2022 |
$ | 500,000,000 |
For The Three Months Ended March 31, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per common share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | 6,520,722 | $ | 1,630,180 | $ | (4,561,998 | ) | $ | (1,140,500 | ) | ||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average stock outstanding |
50,000,000 | 12,500,000 | 50,000,000 | 12,500,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common share |
$ | 0.13 | $ | 0.13 | $ | (0.09 | ) | $ | (0.09 | ) |
March 31, 2022 |
December 31, 2021 |
October 22, 2021 Borrowing (Initial Measurement) |
August 30, 2021 Borrowing (Initial Measurement) |
|||||||||||||
Underlying warrant value |
$ | 0.0067 | $ | 0.1454 | $ | 0.1607 | $ | 0.2228 | ||||||||
Exercise price |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||
Holding period |
0.29 | .29 | 0.25 | 0.25 | ||||||||||||
Risk-free rate % |
2.40 | % | 1.34 | % | 1.33 | % | 0.91 | % | ||||||||
Volatility % |
8.1 | % | 14.7 | % | 15.5 | % | 17.7 | % | ||||||||
Dividend yield % |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % |
Fair value as of January 1, 2022 |
$ | 145,441 | ||
Change in fair value |
(138,741 | ) | ||
Fair value as of March 31, 2022 |
$ | 6,700 |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than thirty (30) days’ prior written notice of redemption; |
• | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty (20)-trading days within a thirty (30)-trading day period ending on the business day prior to the notice of redemption to the Public Warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
March 31, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | $ | 500,171,592 | $ | 500,030,740 | |||||||
Liabilities: |
||||||||||||
Warrant liabilities – Public Warrants |
1 | 7,625,000 | 12,250,000 | |||||||||
Warrant liabilities – Private Placement Warrants |
3 | 6,710,000 | 10,890,000 | |||||||||
Convertible Option Liability |
3 | 6,700 | 145,441 |
Private Warrants As of March 31, 2022 |
Private Warrants As of December 31, 2021 |
|||||||
Exercise price |
$ | 11.50 | $ | 11.50 | ||||
Stock price |
$ | 9.86 | $ | 9.85 | ||||
Volatility |
8.1 | % | 14.7 | % | ||||
Probability of completing a Business Combination |
— | % | — | % | ||||
Term |
5.29 | 5.29 | ||||||
Risk-free rate |
2.40 | % | 1.34 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of December 31, 2021 |
$ | 10,890,000 | 12,250,000 | 23,140,000 | ||||||||
Change in valuation inputs or other assumptions |
(4,180,000 | ) | (4,625,000 | ) | (8,805,000 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2022 |
6,710,000 | 7,625,000 | 14,335,000 |
Private Placement |
||||
Value of level 3 liabilities as of December 31, 2021 |
$ | 10,890,000 | ||
Change in valuation inputs or other assumptions |
(4,180,000 | ) | ||
Value of level 3 liabilities as of March 31, 2022 |
$ | 6,710,000 |
No. |
Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
Exhibit 104 | Cover Page Interactive Data File—The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* | Filed herewith. |
** | Furnished herewith. |
CHURCHILL CAPITAL CORP V | ||||||
Date: May 13, 2022 | By: | /s/ Michael Klein | ||||
Name: | Michael Klein | |||||
Title: | Chief Executive Officer and President | |||||
(Principal Executive Officer) | ||||||
Date: May 13, 2022 | By: | /s/ Jay Taragin | ||||
Name: | Jay Taragin | |||||
Title: | Chief Financial Officer | |||||
(Principal Accounting and Financial Officer) |
1 Year Churchill Capital Corp V Chart |
1 Month Churchill Capital Corp V Chart |
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