2021 ☐ $☒ x2020☐ ¨85-1023777Trading Symbol(s)CCV.UCCV Warrants included as part of the units¨☒ x¨☒ xx ☐ NO¨ (§x ☐ NO¨¨☐ ¨☐ Non-accelerated filer x☒ ¨☒ Emerging growth company x☒ YES¨ NO ¨¨x☐ NO¨The Registrant’s Units began trading on the New York Stock Exchange on December 16, 2020 and the Registrant’s shares of Class A common stock began separate trading on the New York Stock Exchange on February 5, 2021. December 31, 2020,June 30, 2021, was $525,000,000.30, 2021, 18, 2022,
1 | ||||||
2 | ||||||
Item 1. | 2 | |||||
Item 1A. | 17 | |||||
Item 1B. | 52 | |||||
Item 2. | 52 | |||||
Item 3. | 52 | |||||
Item 4. | 52 | |||||
53 | ||||||
Item 5. | 53 | |||||
Item 6. | 54 | |||||
Item 7. | 54 | |||||
Item 7A. | 58 | |||||
Item 8. | 58 | |||||
Item 9. | 58 | |||||
Item 9A. | 59 | |||||
Item 9B. | 60 | |||||
Item 9C. | 60 | |||||
61 | ||||||
Item 10. | 61 | |||||
Item 11. | 72 | |||||
Item 12. | 72 | |||||
Item 13. | 75 | |||||
Item 14. | 78 | |||||
PART IV | ||||||
Item 15. | ||||||
Item 1. | Business. |
capital markets issuance activity.
window (as defined below).
or any greater net tangible asset or cash requirement which may be contained in the agreement related to our initial business combination.
herein
business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
These provisions cannot be amended without the approval of holders of 65% of our common stock. combination with another blank check company or a similar company with nominal operations.
Company, Churchill Capital Corp VI, Churchill Capital Corp VII and AltC Acquisition Corp.
Our management team, in their other endeavors (including any affiliation they may have with M. Klein and Company), may choose or be required to present potential business combinations or other transactions to M. Klein and Company or third parties, before they present such opportunities to us. Please see “Item 1A. Risk Factors —presented.presented
in Part I of this annual report.
We consider our current office space adequate for our current operations.
Item 1A. | Risk Factors. |
For example, the outbreak of COVID-19 continues both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. Additionally, financial markets may be adversely affected by current or anticipated military conflict, including between Russia and Ukraine, terrorism, sanctions or other geopolitical events globally.
Please see “
Please see “
regulations that we are currently not subject
Similarly, following the consummation of our initial business combination, one or more shareholders of the target may have a substantial interest in the combined company and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.
several fund investment committees.
Please see “
Eachannual report, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provideprovides that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal
Please see “
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | Mine Safety Disclosures. |
PART II
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | [Reserved]. |
The following table summarizes the relevant data for our business as of December 31, 2020 and should be read with our financial statements, which are included in this 10-K:
For the period from May 12, 2020 (inception) through December 31, 2020 | ||||
Income Statement Data: Income Statement Data: | ||||
Loss from operations | $ | (67,626 | ) | |
Net loss | (84,574 | ) |
December 31, 2020 | ||||
Balance Sheet Data: | ||||
Cash | $ | 1,505,116 | ||
Marketable securities held in trust account | 499,983,052 | |||
Total assets | 501,510,168 | |||
Total liabilities | 17,552,691 | |||
Common stock subject to possible redemption | 478,957,475 | |||
Total stockholders’ equity | 5,000,002 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
annual report.
As of December 31, 2020, we had cash and marketable securities held in the Trust Account of $499,983,052. $4,868,590.
$500,000.
Our Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share.
Netduring the period. We apply the
Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares doASU
Recent Accounting Standards
Managementour financial statements.
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures. |
We do not expecteffective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurancefinancial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitationsfinancial statements included in this Form 10-K present fairly in all disclosurematerial respects our financial position, results of operations and cash flows for the period presented.
Management’s Report onultimately have the intended effects.
This Annual Report on Form 10-K does not include a report
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
JOBS Act
There were no
Item 9B. | Other Information. |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
PART III
Item 10. | Directors, Executive Officers and Corporate Governance. |
|
|
| ||||
Name | Age | Title | ||||
Michael Klein | 58 | Chief Executive Officer, President and Chairman of the Board of Directors | ||||
Jay Taragin | 56 | Chief Financial Officer | ||||
Alan M. Schrager | 53 | Director | ||||
Dena J. Brumpton | 58 | Director | ||||
William J. Bynum | 63 | Director | ||||
Mark Klein | 60 | Director | ||||
Karen G. Mills | 68 | Director |
and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV,VI, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VII, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC and Chief Executive Officer, President and Chairman of the Board of Directors of AltC Acquisition Corp., a blank check company whose sponsor is an affiliate of M. Klein and Company. Mr. Klein is currently a Director of Credit Suisse Group AG and Credit Suisse AG. Mr. Klein was theFebruary 2021.May 2020. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp IV since May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial Officer of Churchill Capital Corp VII since December 2020, Chief Financial Officer of AltC Acquisition Corp. since MarchFebruary 2021 and Chief Financial Officer of M. Klein and Company which he joined in May 2019. He was previously the Chief Financial Officer of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. Prior to joining M. Klein and Company, Mr. Taragin served as the US Scotiabank Chief
Glenn R. August
Director and also a Director of Churchill Capital Corp II.Director. Ms. Brumpton is currently a
Mills.
our website.
pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation.
their |
shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement warrants and the shares of common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor combination. |
Name of Individual | Entity Name | Entity’s Business | Affiliation | |||
Michael Klein | M. Klein and Company | Strategic advice | Founder and Managing Member | |||
Credit Suisse Group AG | Financial services | Director | ||||
Credit Suisse AG | Financial services | Director | ||||
Skillsoft Corp. | Digital learning and talent solutions | Director |
Name of Individual | Entity Name | Entity’s Business | Affiliation | |||
MultiPlan | Healthcare cost management solutions | Director | ||||
Churchill Capital Corp | Blank check company | Chief Executive Officer, President and Chairman of the Board of Directors | ||||
Churchill Capital Corp | Blank check company | Chief Executive Officer, President and Chairman of the Board of Directors | ||||
Blank check company | Chief Executive Officer, President and Chairman of the Board of Directors | |||||
M. Klein and Company | Strategic advice | Chief Financial Officer | ||||
Churchill Capital Corp | Blank check company | Chief Financial Officer | ||||
Churchill Capital Corp | Blank check company | Chief Financial Officer | ||||
AltC Acquisition Corp. | Blank check company | Chief Financial Officer | ||||
Alan M. Schrager | ||||||
Oak Hill Advisors, L.P. | Investment | Portfolio Manager and Senior Partner | ||||
Energy services provider | Director | |||||
Churchill Capital Corp VI | Blank check company | Director | ||||
Churchill Capital Corp VII | Blank check company | |||||
Director | ||||||
Dena J. Brumpton | ||||||
Leathwaite Human Capital Limited | Human capital | Director | ||||
Scottish Widows Schroder Wealth Holdings Limited | Financial services holding company | Director | ||||
Maitland International Holdings Limited | Advisory/administration | Director | ||||
William J. Bynum | HOPE | Financial services | Chief Executive Officer | |||
Mark Klein | M. Klein and Company | Strategic advice | Managing Member and Majority Partner | |||
Sutter Rock Capital | Investment | Chief Executive Officer and Director | ||||
Atlantic Alliance Partnership Corp. | Blank check company | Director | ||||
Wealth Management | Investment Advisor | |||||
Churchill Capital Corp VI | Blank check company | Director | ||||
Churchill Capital Corp VII | Blank check company | Director | ||||
Karen G. Mills | MMP Group | Private equity | President | |||
Churchill Capital Corp VI | Blank check company | Director | ||||
Churchill Capital Corp VII | Blank check company | Director | ||||
Skillsoft Corp. | Digital learning and talent solutions | Director |
pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation.
Item 11. | Executive Compensation. |
None of our executive officers or directors have received any cash compensation for services rendered to us. We pay monthly recurring expenses of $30,000 to an affiliate of our sponsor for office space, administrative and support services. Upon completion of the initial business combination or our liquidation, the Company will cease paying these monthly fees. Accordingly, in the event the consummation of the initial business combination takes the maximum 27 months, an affiliate of the sponsor will be paid a total of $810,000 ($30,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Name and Address of Beneficial Owner(1) | Number of | Percentage of Outstanding Common Stock | ||||||
Churchill Sponsor V LLC(2)(3) | 12,500,000 | 20 | % | |||||
Michael Klein(3) | 12,500,000 | 20 | % | |||||
Jay Taragin | — | — | ||||||
Glenn R. August | — | — | ||||||
Dena J. Brumpton | — | — | ||||||
William J. Bynum | — | — | ||||||
Mark Klein | — | — | ||||||
Karen G. Mills | — | — | ||||||
Millennium Management LLC(4) | 2,500,000 | 5 | % | |||||
Adage Capital Partners, L.P. (5) | 4,050,000 | 8.1 | % | |||||
Empyrean Capital(6) | 2,660,000 | 5.3 | % | |||||
Magnetar Financial(7) | 2,500,000 | 5 | % | |||||
PEAK6 Capital Management LLC(8) | 2,500,000 | 5 | % | |||||
Schonfeld Strategic Advisors LLC(9) | 2,520,000 | 5 | % | |||||
D.E. Shaw Valence Portfolios, L.L.C. (10) | 3,413,157 | 6.8 | % | |||||
All officers and directors as a group (7 individuals) | 12,500,000 | 20 | % |
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Outstanding Common Stock | ||||||
Churchill Sponsor V LLC (2)(3) | 12,500,000 | 20 | % | |||||
Michael Klein (2)(3) | 12,500,000 | 20 | % | |||||
Jay Taragin | — | — | ||||||
Alan M. Schrager | — | — | ||||||
Dena J. Brumpton | — | — | ||||||
William J. Bynum | — | — | ||||||
Mark Klein | — | — | ||||||
Karen G. Mills | — | — | ||||||
D.E. Shaw Valence Portfolios, LLC (4) | 4,950,000 | 9.9 | % | |||||
Magnetar Financial (5) | 2,500,000 | 5 | % | |||||
Millennium Management LLC (6) | 4,387,150 | 8.8 | % | |||||
All officers and directors as a group (7 individuals) | 12,500,000 | 20 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Churchill Capital Corp V, 640 Fifth Avenue, 12th Floor, New York, NY 10019. |
(2) | Interests shown consist solely of shares of Class B common stock which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one |
(3) | Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor V LLC. The shares beneficially owned by Churchill Sponsor V LLC may also be deemed to be beneficially owned by Mr. Klein. |
(4) | According to Schedule 13G, filed on |
(5) | According to Schedule 13G, filed on January |
th Floor, Evanston, Illinois 60201. The Magnetar Parties hold 2,500,000 shares of Class A common stock. Such securities are held through |
Magnetar Financial LLC (“Magnetar Financial”), a Delaware limited liability company, Magnetar Capital Partners LP (“Magnetar Capital Partners”), a Delaware limited partnership, Supernova Management LLC (“Supernova Management”), a Delaware limited liability company and Mr. Alec N. Litowitz (“Mr. Litowitz”), a United States citizen who serves as the manager of Supernova Management LLC. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. |
(6) | According to Schedule 13G, filed on February |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Michael
Item 14. | Principal Accountant Fees and Services. |
All Other Fees. We did not pay Marcum for other services2021 and for the period from May 12, 2020 (inception) through December 31, 2020.
Item 15. | Exhibits, Financial Statement Schedules |
Page | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
101.INS | Inline XBRL Instance Document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
CHURCHILL CAPITAL CORP V | ||
By: | /s/ Jay Taragin | |
Name: | Jay Taragin | |
Title: | Chief Financial Officer |
|
|
| ||
Name | Position | Date | ||
/s/ Michael Klein | Chief Executive Officer, | March 31 , 2022 | ||
Michael Klein | Chairman of the Board | |||
of Directors and Director | ||||
(Principal | ||||
/s/ | Chief Financial Officer | March 31 , 2022 | ||
(Principal Financial and | ||||
/s/ Alan M. Schrager | Director | March 31 , 2022 | ||
/s/ Dena J. Brumpton | Director | March 31 , 2022 | ||
Dena J. Brumpton | ||||
/s/ William J. Bynum | Director | March 31 , 2022 | ||
William J. Bynum | ||||
/s/ Mark Klein | Director | March 31 , 2022 | ||
Mark Klein | ||||
/s/ Karen G. Mills | Director | March 31 , 2022 | ||
Karen G. Mills |
Report of Independent Registered Public Accounting Firm (PCAOB ID 688) | F-2 | |||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to |
ASSETS | ||||
Current Assets | ||||
Cash | $ | 1,505,116 | ||
Prepaid expenses | 22,000 | |||
Total Current Assets | 1,527,116 | |||
Cash and marketable securities held in Trust Account | 499,983,052 | |||
TOTAL ASSETS | $ | 501,510,168 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current liabilities - accrued expenses | $ | 52,691 | ||
Deferred underwriting payable | 17,500,000 | |||
Total Liabilities | 17,552,691 | |||
Commitments and Contingencies | ||||
Class A common stock subject to possible redemption 47,897,371 shares at redemption value | 478.957,475 | |||
Stockholders’ Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 2,102,629 issued and outstanding (excluding 47,897,371 shares subject to possible redemption) | 210 | |||
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding | 1,250 | |||
Additional paid-in capital | 5,083,116 | |||
Accumulated deficit | (84,574 | ) | ||
Total Stockholders’ Equity | 5,000,002 | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 501,510,168 |
SHEETS
December 31, | ||||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 206,841 | $ | 1,505,116 | ||||
Prepaid expenses | 357,311 | 22,000 | ||||||
Total current assets | 564,152 | 1,527,116 | ||||||
Cash and marketable securities held in Trust Account | 500,030,740 | 499,983,052 | ||||||
TOTAL ASSETS | $ | 500,594,892 | $ | 501,510,168 | ||||
LIABILITIES , CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Current liabilities - Accrued expenses | $ | 334,508 | $ | 52,691 | ||||
Convertible promissory note - related party, net of discount | 861,464 | — | ||||||
Conversion option liability | 145,441 | — | ||||||
Warrant liabilities | 23,140,000 | 27,480,000 | ||||||
Deferred underwriting fee payable | 17,500,000 | 17,500,000 | ||||||
Total liabilities | 41,981,413 | 45,032,691 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 6) | 0 | 0 | ||||||
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value as of December 31, 2021 and 2020 | 500,000,000 | 499,983,052 | ||||||
Stockholders’ deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, 0 shares issued and outstanding | 0— | 0— | ||||||
Class A common stock, $0.0001 par value; 400,000,000 shares authorized NaN issued or outstanding as of December 31, 2021 and 2020 (excluding 50,000,000 shares subject to redemption) | 0— | 0— | ||||||
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 12,500,000 shares issued and outstanding at December 31, 2021 and 2020 | 1,250 | 1,250 | ||||||
Additional paid-in capital | 0— | 0— | ||||||
Accumulated deficit | (41,387,771 | ) | (43,506,825 | ) | ||||
Total stockholders’ deficit | (41,386,521 | ) | (43,505,575 | ) | ||||
TOTAL LIABILITIES , CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ | 500,594,892 | $ | 501,510,168 | ||||
STATEMENT
FOR THE PERIOD FROM MAY 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Formation and operating costs | $ | 67,626 | ||
Loss from operations | (67,626 | ) | ||
Other expense: | ||||
Interest earned on marketable securities held in Trust Account | 8,159 | |||
Unrealized loss on marketable securities held in Trust Account | (25,107 | ) | ||
Other expense, net | (16,948 | ) | ||
Net loss | $ | (84,574 | ) | |
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption | 47,904,105 | |||
Basic and diluted net loss per share, Class A Common stock subject to possible redemption | $ | 0.00 | ||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 11,437,485 | |||
Basic and diluted net loss per share, Non-redeemable common stock | $ | (0.01 | ) |
For the Year ended December 31, | For the Period from May 12, 2020 (inception) through December 31, | |||||||
2021 | 2020 | |||||||
Operating and formation costs | $ | 2,394,781 | $ | 67,626 | ||||
Loss from operations | (2,394,781 | ) | (67,626 | ) | ||||
Other income (expense): | ||||||||
Change in fair value of warrant liabilities | 4,340,000 | (4,105,000 | ) | |||||
Interest earned on marketable securities held in Trust Account | 189,309 | 8,159 | ||||||
Unrealized gain (loss) on marketable securities held in Trust Account | 8,379 | (25,107 | ) | |||||
Transaction costs attributable to warrant liabilities | — | (679,016 | ) | |||||
Change in fair value of conversion option liability | 46,293 | |||||||
Interest expense - debt discount | (53,198 | ) | — | |||||
Other income (expense), net | 4,530,783 | (4,800,964 | ) | |||||
Net income (loss) | $ | 2,136,002 | $ | (4,868,590 | ) | |||
Weighted average shares outstanding of Class A common stock | 50,000,000 | 2,801,724 | ||||||
Basic and diluted net income (loss) per share, Class A common stock | $ | 0.03 | $ | (0.34 | ) | |||
Weighted average shares outstanding of Class B common stock | 12,500,000 | 11,320,043 | ||||||
Basic and diluted net income (loss) per share, Class B common stock | $ | 0.03 | $ | (0.34 | ) | |||
STATEMENT
FOR THE PERIOD FROM MAY 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – May 12, 2020 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock | — | — | 12,937,500 | 1,294 | 23,706 | — | 25,000 | |||||||||||||||||||||
Sale of 50,000,000 Units, net of underwriting discounts | 50,000,000 | 5,000 | — | — | 473,012,051 | — | 473,017,051 | |||||||||||||||||||||
Sale of 11,000,000 Private Placement Warrants | — | — | — | — | 11,000,000 | — | 11,000,000 | |||||||||||||||||||||
�� | ||||||||||||||||||||||||||||
Forfeiture of Founder Shares | — | — | (437,500 | ) | (44 | ) | 44 | — | — | |||||||||||||||||||
Class A common stock subject to possible redemption | (47,897,371 | ) | (4,790 | ) | — | — | (478,952,685 | ) | — | (478,957,475 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (84,574 | ) | (84,574 | ) | |||||||||||||||||||
Balance – December 31, 2020 | 2,102,629 | $ | 210 | 12,500,000 | $ | 1,250 | $ | 5,083,116 | $ | (84,574 | ) | $ | 5,000,002 |
DEFICIT
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance — May 12, 2020 (Inception) | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B common stock to Sponsor | — | — | 12,937,500 | 1,294 | 23,706 | — | 25,000 | |||||||||||||||||||||
Remeasurement adjustment on redeemable common stock | — | — | — | — | (23,750 | ) | (38,638,235 | ) | (38,661,985 | ) | ||||||||||||||||||
Forfeiture of Founder Share s | — | $ | — | (437,500 | ) | $ | (44 | ) | $ | 44 | $ | — | $ | — | ||||||||||||||
Net loss | — | — | — | — | — | (4,868,590 | ) | (4,868,590 | ) | |||||||||||||||||||
Balance — December 31, 2020 | — | $ | — | 12,500,000 | $ | 1,250 | $ | — | $ | (43,506,825 | ) | $ | (43,505,575 | ) | ||||||||||||||
Remeasurement adjustment on redeemable common stock | — | — | — | — | — | (16,948 | ) | (16,948 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 2,136,002 | 2,136,002 | |||||||||||||||||||||
Balance — December 31, 2021 | — | $ | — | 12,500,000 | $ | 1,250 | — | $ | (41,387,771 | ) | $ | (41,386,521 | ) | |||||||||||||||
STATEMENT
FOR THE PERIOD FROM MAY 12, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
Net loss | $ | (84,574 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (8,159 | ) | ||
Unrealized loss on marketable securities held in Trust Account | 25,107 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (22,000 | ) | ||
Accrued expenses | 52,691 | |||
Net cash used in operating activities | (36,935 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (500,000,000 | ) | ||
Net cash used in investing activities | (500,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 491,050,000 | |||
Proceeds from sale of Private Placement Warrants | 11,000,000 | |||
Proceeds from promissory note – related party | 200,000 | |||
Repayment of promissory note – related party | (200,000 | ) | ||
Payment of offering costs | (532,949 | ) | ||
Net cash provided by financing activities | 501,542,051 | |||
Net Change in Cash | 1,505,116 | |||
Cash – Beginning of period | — | |||
Cash – End of period | $ | 1,505,116 | ||
Non-Cash investing and financing activities: | ||||
Initial classification of Class A common stock subject to possible redemption | $ | 479,041,050 | ||
Change in value of Class A common stock subject to possible redemption | $ | (83,575 | ) | |
Deferred underwriting fee payable | $ | 17,500,000 | ||
Forfeiture of Founder Shares | $ | (44 | ) |
For the Year ended December 31, | For the Period from May 12, 2020 (inception) through December 31, | |||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 2,136,002 | $ | (4,868,590 | ) | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Change in fair value of warrant liabilities | (4,340,000 | ) | 4,105,000 | |||||
Transaction costs attributable to warrant liabilities | — | 679,016 | ||||||
Amortization of debt discount | 53,198 | — | ||||||
Interest earned on marketable securities held in Trust Account | (189,309 | ) | (8,159 | ) | ||||
Unrealized (gain) loss on marketable securities held in Trust Account | (8,379 | ) | 25,107 | |||||
Change in value of conversion option liability | (46,293 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (335,311 | ) | (22,000 | ) | ||||
Accrued expenses | 281,817 | 52,691 | ||||||
Net cash used in operating activities | (2,448,275 | ) | (36,935 | ) | ||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | — | (500,000,000 | ) | |||||
Cash withdrawn from Trust Account for working capital purposes | 150,000 | — | ||||||
Net cash used in investing activities | 150,000 | (500,000,000 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of Class B common stock to Sponsor | — | 25,000 | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | — | 491,050,000 | ||||||
Proceeds from sale of Private Placement Warrants | — | 11,000,000 | ||||||
Proceeds from promissory note—related party | 1,000,000 | 200,000 | ||||||
Repayment of promissory note – related party | — | (200,000 | ) | |||||
Payment of offering costs | — | (532,949 | ) | |||||
Net cash provided by financing activities | 1,000,000 | 501,542,051 | ||||||
Net change in cash | (1,298,275 | ) | 1,505,116 | |||||
Cash – Beginning of period | 1,505,116 | — | ||||||
Cash – End of period | $ | 206,841 | $ | 1,505,116 | ||||
Non-cash investing and financing activities: | ||||||||
Remeasurement for Class A common stock subject to possible redemption | — | $ | 500,000,000 | |||||
Remeasurement adjustment on redeemable common stock | $ | 16,948 | $ | (16,948 | ) | |||
Deferred underwriting fee payable | $ | — | $ | 17,500,000 | ||||
2021
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
of $10.00 in the Initial Public Offering.
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
statements and the reported amounts of revenues and expenses during the reporting period.
Cash2021 and 2020.
Through December 31, 2021, the Company has withdrawn $150,000 to pay income taxes or permitted withdrawals. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
the Class A common stock reflected in the balance sheets are reconciled in the following table:
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 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 | ||
Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.
The Company’s statementcommon stock and then share in the earnings of operations includesthe Company. As a presentation ofresult, diluted net income (loss) per share for common shares subject to possible redemption in a manner similar tostock is the two-class method of income (loss) per share. Netsame as basic net income (loss) per common share basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.
Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.
Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
For the Period from May 12, 2020 December 31, | ||||
Class A Common Stock Subject to Possible Redemption | ||||
Numerator: Earnings allocable to Common stock subject to possible redemption | ||||
Interest earned on marketable securities held in Trust Account | $ | 7,817 | ||
Unrealized loss on marketable securities held in Trust Account | (24,053 | ) | ||
Net loss attributable to Class A common stock subject to possible redemption | $ | (16,236 | ) | |
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 47,904,105 | |||
Basic and diluted net loss per share, Class A common stock subject to possible redemption | $ | 0.00 | ||
Non-Redeemable Common Stock | ||||
Numerator: Net Loss minus Net Earnings | ||||
Net loss | $ | (84,574 | ) | |
Less: Net income allocable to Class A common stock subject to possible redemption | — | |||
Non-Redeemable Net Loss | $ | (84,574 | ) | |
Denominator: Weighted Average Non-Redeemable common stock | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 11,437,485 | |||
Basic and diluted net loss per share, Non-redeemable common stock | $ | (0.01 | ) |
Year Ended December 31, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
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 | $ | 1,708,802 | $ | 427,200 | $ | (965,916 | ) | $ | (3,902,674 | ) | ||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average stock outstanding | 50,000,000 | 12,500,000 | 2,801,724 | 11,320,043 | ||||||||||||
Basic and diluted net income (loss) per common share | $ | 0.03 | $ | 0.03 | $ | (0.34 | ) | $ | (0.34 | ) |
Recentnature, except for the Company’s
Warrants (see Note 8).
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Advisory Fee
Theservices, respectively.
Promissory Notes — Related Party
On May 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing andcontingent liability, payable on the earlier of December 31, 2021 or theupon completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $200,000 was repaid at the closing of the Initial Public Offering on December 18, 2020.
an initial business combination.
December 31, 2021 | October (Initial | August 30, 2021 (Initial Measurement) | ||||||||||
Underlying warrant value | $ | 0.1454 | $ | 0.1607 | $ | 0.2228 | ||||||
Exercise price | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||
Holding period | 0.29 | 0.25 | 0.25 | |||||||||
Risk-free rate % | 1.34 | % | 1.33 | % | 0.91 | % | ||||||
Volatility % | 14.7 | % | 15.5 | % | 17.7 | % | ||||||
Dividend yield % | 0.0 | % | 0.0 | % | 0.0 | % |
Fair value as of January 1, 2021 | $ | — | ||
Initial measurement on August 30, 2021 | 111,384 | |||
Change in fair value | 88,096 | |||
Fair value as of September 30, 2021 | $ | 199,480 | ||
Change in fair value | (126,760 | ) | ||
Fair value as of December 31, 2021 | 72,720 | |||
Fair value as of January 1, 2021 | $ | — | ||
Initial measurement on October 22, 2021 | 80,350 | |||
Change in fair value | (7,629 | ) | ||
Fair value as of December 31, 2021 | $ | 72,721 |
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
redemption which are presented as temporary equity.
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
• | 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 third business day prior to the notice of redemption to the Public Warrant holders; and |
December 31, | ||||
2020 | ||||
Deferred tax assets | ||||
Net operating loss carryforward | $ | 2,410 | ||
Unrealized loss on marketable securities | 3,559 | |||
Startup/ organizational expenses | 11,792 | |||
Total deferred tax assets | 17,761 | |||
Valuation Allowance | (17,761 | ) | ||
Deferred tax assets, net of allowance | $ | — |
CHURCHILL CAPITAL CORP VNOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
December 31, 2021 | December 31, 2020 | |||||||
Deferred tax assets | ||||||||
Net operating loss carryforward | $ | 8,179 | $ | 2,410 | ||||
Startup/Organization Expenses | 473,056 | 11,792 | ||||||
Unrealized loss on marketable securities | (2,085 | ) | 3,559 | |||||
Total deferred tax assets | 479,150 | 17,761 | ||||||
Valuation Allowance | (479,150 | ) | (17,761 | ) | ||||
Deferred tax assets, net of allowance | $ | 0 | $ | 0 | ||||
December 31, 2021 | December 31, 2020 | |||||||
Federal | ||||||||
Current | $ | — | $ | — | ||||
Deferred | (461,389 | ) | (17,761 | ) | ||||
State and Local | ||||||||
Current | — | — | ||||||
Deferred | — | — | ||||||
Change in valuation allowance | 461,389 | 17,761 | ||||||
Income tax provision | $ | — | $ | — | ||||
December 31, 2021 | December 31, 2020 | |||||||
Statutory federal income tax rate | 21.0 | % | 21.0 | % | ||||
Change in fair value of conversion option | (0.5 | )% | 0 | % | ||||
Transaction costs incurred in connection with IPO | 0 | % | (2.9 | )% | ||||
Interest expense- Debt Discount | 0.5 | % | 0 | |||||
Change in fair value of warrants | (42.7 | )% | (17.7 | )% | ||||
Valuation allowance | 21.6 | % | (0.4 | )% | ||||
Income tax provision | 0 | % | 0.0 | % | ||||
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. |
2021
Description | Level | December 31, 2020 | |||||
Assets: | |||||||
Cash and marketable securities held in Trust Account | 1 | $ | 499,983,052 |
Description | Level | December 31, 2021 | December 31, 2020 | |||||||||
Assets: | ||||||||||||
Marketable securities held in Trust Account | 1 | $ | 500,030,740 | $ | 499,983,052 | |||||||
Liabilities: | ||||||||||||
Warrant liability – Public Warrants | 1 | 12,250,000 | — | |||||||||
Warrant liability – Public Warrants | 3 | — | 14,500,000 | |||||||||
Warrant liability – Private Placement Warrants | 3 | 10,890,000 | 12,980,000 | |||||||||
Convertible Option Liability | 3 | 145,441 | — |
Private Warrants As of December 31, 2021 | Private Warrants As of December 31, 2020 | Public Warrants As of December 31, 2020 | ||||||||||
Exercise price | $ | 11.50 | $ | 11.50 | $ | 11.50 | ||||||
Stock price | $ | 9.85 | $ | 10.21 | $ | 10.22 | ||||||
Volatility | 14.7 | % | 19.7 | % | 19.7 | % | ||||||
Probability of completing a Business Combination | — | 80.0 | % | 80.0 | % | |||||||
Term | 5.29 | 5.33 | 5.33 | |||||||||
Risk-free rate | 1.34 | % | 0.54 | % | 0.11 | % | ||||||
Dividend yield | 0.0 | % | 0.0 | % | 0.0 | % |
Private Placement | Public | Warrant Liabilities | ||||||||||
January 1, 2021 | $ | 12,980,000 | $ | 14,500,000 | $ | 27,480,000 | ||||||
Change in valuation inputs or other assumptions | 3,850,000 | 1,625,000 | 5,475,000 | |||||||||
Fair value as of March 31, 2021 | 16,830,000 | 16,125,000 | 32,955,000 | |||||||||
Change in valuation inputs or other assumptions | 7,700,000 | 9,625,000 | 17,325,000 | |||||||||
Fair value as of June 30, 2021 | 24,530,000 | $ | 25,750,000 | $ | 50,280,000 | |||||||
Change in valuation inputs or other assumptions | (9,680,000 | ) | (9,500,000 | ) | (19,180,000 | ) | ||||||
Fair value as of September 30, 2021 | $ | 14,850,000 | 16,250,000 | 31,100,000 | ||||||||
Change in valuation inputs or other assumptions | (3,960,000 | ) | (4,000,000 | ) | (7,960,000 | ) | ||||||
Fair value as of December 31, 2021 | $ | 10,890,000 | 12,250,000 | 23,140,000 | ||||||||
Private Placement | Public | |||||||
January 1, 2021 | $ | 12,980,000 | $ | 14,500,000 | ||||
Change in valuation inputs or other assumptions | (2,090,000 | ) | — | |||||
Transfer out of level 3 | — | (14,500,000 | ) | |||||
Value of level 3 liabilities as of December 31, 2021 | $ | 10,890,000 | $ | — | ||||