Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 03 2023 - 5:13PM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
SEC FILE NUMBER |
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001-39806 |
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FORM 12b-25 |
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CUSIP NUMBER |
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NOTIFICATION OF LATE FILING |
17144T 115 |
(Check one): |
☒ Form 10-K |
☐ Form
20-F |
☐ Form 11-K |
☐ Form 10-Q |
☐ Form
10-D |
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☐ Form N-CEN |
☐ Form N-CSR |
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For Period Ended: |
December 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Churchill Capital Corp V |
Full Name of Registrant |
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Former Name if Applicable |
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640 Fifth Avenue, 12th Floor |
Address of Principal Executive Office (Street and Number) |
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New
York, NY 10019 |
City, State and Zip Code |
PART II — RULES 12b-25(b)
AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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(a) |
The reason described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense |
(b) |
The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) |
The accountant’s statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Churchill Capital Corp V (the “Company”) is filing this Notification
of Late Filing on Form 12b-25 (this “Form 12b-25”) with respect to its Annual Report on Form 10-K for the year ended December
31, 2022 (the “Annual Report”). The Company has determined that it is unable to file the Annual Report within the prescribed
time period without unreasonable effort or expense because it requires additional time to complete its financial statement preparation
and review process. The Company is working diligently and currently expects to file the Annual Report within 15 calendar days, but ultimately
may not be able to do so.
PART IV — OTHER
INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
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Jay Taragin |
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380-7500 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s).
Yes ☒ No
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ☐ No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements in
this filing about the Company that are not historical facts are forward-looking statements based on the Company’s current expectations,
assumptions, estimates and projections. These forward-looking statements are subject to risks and uncertainties that could cause actual
future events or results to differ materially from such statements. These forward-looking statements are based on our current expectations,
which may not prove to be accurate. The words “estimates,” “expects,” “anticipates,” “believes”
and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Annual
Report and the results of the ongoing review. Important factors that may cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that
the Company will not be able to file its Annual Report within the 15-day extension permitted by the rules of the Securities and Exchange
Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Company’s accounting
practices. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report,
except as required by applicable law or regulation.
Churchill Capital Corp V |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
April 3, 2023 |
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By |
/s/ Jay Taragin |
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Name: Jay Taragin |
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Title: Chief Financial Officer |
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