Item 1.01 Entry into a Material Definitive Agreement.
As previously announced in the Form 8-K filed with the Securities Exchange
Commission (the "SEC") on May 5, 2023, Churchill Sponsor VI LLC (the "Sponsor")
agreed to make monthly deposits directly to the trust account (the "Trust
Account") of Churchill Capital Corp VI (the "Company") of $500,000 per month
(each deposit, a "Contribution") on the terms described below. Such
Contributions will be made pursuant to a non-interest bearing, unsecured
promissory note (the "Promissory Note"), which was issued by the Company to the
Sponsor on May 16, 2023.
Pursuant to the Promissory Note, each Contribution will be paid monthly
beginning on May 17, 2023 and thereafter on the seventeenth day of each month
(or if such seventeenth day is not a business day, on the business day
immediately preceding such seventeenth day) until the earliest to occur of (i)
the consummation of the initial business combination (the "Business
Combination"), (ii) February 15, 2024 and (iii) if the Business Combination is
not consummated, the date on which the Company's board of directors determines,
in its sole discretion, to liquidate the Trust Account. The Promissory Note will
mature on the earlier of (1) the date the Company consummates the Business
Combination and (2) the date that the winding up of the Company is effective
(such date, the "Maturity Date"). The Promissory Note will not bear any
interest, and will be repayable by the Company to the Sponsor upon the Maturity
Date. The Maturity Date may be accelerated upon the occurrence of an "Event of
Default" (as defined in the Promissory Note). Any outstanding principal under
the Promissory Note may be prepaid at any time by the Company, at its election
and without penalty.
The foregoing description of the Promissory Note does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Promissory
Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K
(this "Current Report") is incorporated by reference into this Item 2.03 to the
extent required herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, at the special meeting of the stockholders of the
Company held on May 11, 2023 (the "Special Meeting"), stockholders of the
Company (the "Stockholders") approved an amendment to the Company's amended and
restated certificate of incorporation (the "Charter Amendment") to extend the
date by which the Company has to consummate a Business Combination from May 17,
2023 to February 17, 2024 (or such earlier date as determined by the Company's
board of directors).
The Company filed the Charter Amendment with the Secretary of State of the State
of Delaware on May 16, 2023. The foregoing description of the Charter Amendment
does not purport to be complete and is qualified in its entirety by reference to
Exhibit 3.1 which is incorporated herein by reference.
Item 8.01 Other Events.
The information disclosed under Item 5.03 of this Current Report is incorporated
by reference into this Item 8.01 to the extent required herein.
Redemptions
In connection with the vote to approve the proposal to adopt the Charter
Amendment at the Special Meeting, holders of 27,690,293 shares of Class A common
stock exercised their right to redeem their shares for cash at a redemption
price of approximately $10.18 per share, for a total aggregate redemption amount
of approximately $281.93 million. As a result, approximately $281.93 million
will be removed from the Trust Account to redeem such shares and 27,509,707
shares of Class A common stock will remain outstanding after the redemption has
been effected. Upon payment of the redemption, approximately $280.10 million
will remain in the Trust Account prior to any Contribution made by the Sponsor
pursuant to the Promissory Note.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit
Certificate of Amendment to the Company's Amended and Restated
3.1 Certificate of Incorporation
10.1 Promissory Note, dated as of May 16, 2023, by and between Churchill
Capital Corp VI and Churchill Sponsor VI LLC
Cover Page Interactive Data File-Embedded within the inline XBRL
104 document.
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