Churchill Capital Corp VI Will Redeem Its Public Shares And Will Not Consummate An Initial Business Combination; Per-Share Redemption Price For Public Shares Will Be Approximately $10.49
Churchill Capital Corp VI (NYSE: CCVI) (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 stock, par value $0.0001 (the "public shares") because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"). The previously disclosed non-binding letter of intent has been terminated in accordance with its terms.
As stated in the Certificate of Incorporation, if the Company is unable to complete an initial business combination by February 17, 2024 (or such earlier date as determined by the Board), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn as permitted withdrawals and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company's obligations under the General Corporation Law of the State of Delaware, as amended from time to time, to provide for claims of creditors and other requirements of applicable law. On November 17, 2023, the Board determined to set the date by which the Company has to complete its initial business combination to December 1, 2023.
The per-share redemption price for the public shares will be approximately $10.49 (the "Redemption Amount"). The last day that the Company's securities will trade on the New York Stock Exchange (the "NYSE") will be December 1, 2023. Effective as of the close of business on December 4, 2023, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company's transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company's warrants (including the private placement warrants owned by the Company's sponsor), which will expire worthless.
The Company's sponsor has waived its redemption rights with respect to the outstanding shares of Class B common stock, par value $0.0001, of the Company. After December 4, 2023, the Company shall cease all operations except for those required to wind up the Company's business.
The Company expects that the NYSE will file a Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.