Table of Contents
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 |
(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 | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Table of Contents
Churchill Capital Corp VI
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE OF CONTENTS
Table of Contents
June 30, 2023 |
December 31, 2022 |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accrued expenses |
$ | $ | ||||||
Income taxes payable |
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Excise tax liability |
— | |||||||
Extension promissory note - related party |
— | |||||||
Total current liabilities |
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Deferred tax liability |
— | |||||||
Deferred legal fee |
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Warrant liabilities |
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Deferred underwriting fee payable |
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Total liabilities |
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Commitments and contingencies |
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Class A common stock subject to possible redemption, |
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Stockholders’ deficit |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
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Total stockholders’ deficit |
( |
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( |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
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For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
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2023 |
2022 |
2023 |
2022 |
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Operating costs |
$ | $ | $ | $ | ||||||||||||
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Loss from operations |
( |
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Other income (expense): |
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Change in fair value of Warrant Liabilities |
( |
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Interest earned on funds held in Trust Account |
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Unrealized loss on marketable securities held in Trust Account |
( |
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Total other income, net |
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Income before provision for income taxes |
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Provision for income taxes |
( |
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Net income |
$ |
$ |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ |
$ |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class B common stock |
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Basic and diluted net income per share, Class B common stock |
$ |
$ |
$ |
$ |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance — January 1, 2023 |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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Remeasurement adjustment on redeemable common stock |
— | — |
— |
— |
( |
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Net income |
— | — | — | — |
— |
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Balance — March 31, 2023 |
( |
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( |
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Remeasurement adjustment on redeemable common stock |
— | — |
— |
— |
( |
) | ( |
) | ||||||||||||||||||||
Excise tax liability in connection with redemptions |
— | — | — | — |
— |
( |
) | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — |
— |
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Balance — June 30, 2023 |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance — January 1, 2022 |
$ |
$ |
$ |
$ |
( |
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$ |
( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance — March 31, 2022 |
( |
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( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance — June 30, 2022 |
$ |
$ |
$ |
$ |
( |
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$ |
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Six Months Ended June 30, |
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2023 |
2022 |
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Cash Flows from Operating Activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on funds held in Trust Account |
( |
) | ( |
) | ||||
Unrealized loss on marketable securities held in Trust Account |
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Deferred tax benefit |
( |
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Change in fair value of Warrant Liabilities |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accrued expenses |
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Income taxes payable |
( |
) | ||||||
Net cash used in operating activities |
( |
) |
( |
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Cash Flows from Investing Activities: |
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Investment of cash into Trust Account |
( |
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Cash withdrawn from Trust Account to pay franchise and income taxes |
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Cash withdrawn from Trust Account for working capital purposes |
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Cash withdrawn from Trust Account in connection with redemption |
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Net cash provided by investing activities |
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Cash Flows from Financing Activities: |
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Proceeds from Extension promissory note - related party |
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Redemption s of common stock |
( |
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Net cash used in financing activities |
( |
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Net Change in Cash |
( |
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Cash – Beginning of period |
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Cash – End of period |
$ |
$ |
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Non-Cash investing and financing activities: |
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Excise tax liability accrued for common stock redemptions |
$ |
$ |
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Remeasurement adjustment on redeemable common stock |
$ | $ | ||||||
Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Class A common stock issuance costs |
( |
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Plus: |
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Remeasurement of carrying value to redemption value |
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Class A common stock subject to possible redemption as of December 31, 2021 |
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Plus: |
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Remeasurement of carrying value to redemption value |
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Class A common stock subject to possible redemption as of December 31, 2022 |
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Less: |
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Redemptions |
( |
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Plus: |
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Remeasurement of carrying value to redemption value |
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Class A common stock subject to possible redemption as of June 30, 2023 |
$ |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2023 |
2022 |
2023 |
2022 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per share of common stock |
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Numerator: |
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Allocation of net income |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share of common stock |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than thirty ( |
• | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ |
• | 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 |
June 30, 2023 |
Level |
December 31, 2022 |
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Assets: |
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Marketable securities held in Trust Account |
1 | 1 | $ | |
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Liabilities: |
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Warrant liability – Public Warrants |
1 | 1 | ||||||||||||||
Warrant liability – Private Placement Warrants |
2 | 2 |
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Churchill Capital Corp VI. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Churchill Sponsor VI LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
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Table of Contents
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target for our Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2023, we had net income of $1,422,480, which consisted of interest earned on marketable securities held in the Trust Account of $5,009,484, offset by operating costs of $532,926, provision for income taxes of $1,298,478 and a change in fair value of warrant liabilities of $1,755,600.
For the three months ended June 30, 2022, we had net income of $7,429,602, which consisted of a change in fair value of warrant liabilities of $7,273,200, interest earned on marketable securities held in the Trust Account of $776,521, offset by operating costs of $379,254, provision for income taxes of $101,595 and an unrealized loss on marketable securities held in our Trust Account of $139,270.
For the six months ended June 30, 2023, we had net income of $3,386,632, which consisted of interest earned on marketable securities held in the Trust Account of $10,101,272, offset by operating costs of $1,231,833, provision for income taxes of $2,473,207 and a change in fair value of warrant liabilities of $3,009,600.
For the six months ended June 30, 2022, we had net income of $17,219,330, which consisted of a change in fair value of warrant liabilities of $17,305,200, interest earned on marketable securities held in the Trust Account of $915,957, offset by operating costs of $777,056, provision for income taxes of $101,595 and an unrealized loss on marketable securities held in our Trust Account of $123,176.
Liquidity, Capital Resources and Going Concern
On February 17, 2021, we consummated the Initial Public Offering of 55,200,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $552,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 14,040,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $14,040,000.
Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $552,000,000 was placed in the Trust Account. We incurred $29,883,354 in transaction costs, including $10,048,000 of underwriting fees, net of $992,000 reimbursed from the underwriters, $19,320,000 of deferred underwriting fees and $515,354 of other costs.
As of June 30, 2023, we had cash held in the Trust Account of $283,356,534. Interest income on the balance in the Trust Account may be used by us to pay taxes and to pay working capital expenses subject to an annual limit of $1,000,000 (to the extent available). During the three and six months ended June 30, 2023, the Company withdrew $3,692,689 from the Trust Account to pay franchise taxes and income taxes, $1,000,000 for working capital purposes and $281,934,276 in connection with redemptions.
For the six months ended June 30, 2023, cash used in operating activities was $4,548,573. Net income of $3,386,632 was affected by a change in fair value of warrant liabilities of $3,009,600, interest earned on marketable securities held in the Trust Account of $10,101,272 and deferred tax benefit of $334,099. Changes in operating assets and liabilities used $509,434 of cash for operating activities.
For the six months ended June 30, 2022, cash used in operating activities was $518,718. Net income of $17,219,330 was affected by a change in fair value of warrant liabilities of $17,305,200, interest earned on marketable securities held in the Trust Account of $915,957 and an unrealized loss on marketable securities held in the Trust Account of $123,176. Changes in operating assets and liabilities provided $359,933 of cash for operating activities.
In February 2023, we instructed the trustee with respect to the Trust Account to redeem the marketable securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash. As a result, we will continue to receive interest on the funds held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2023, we had cash of $1,558,001. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the trust account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation. As a result, we will continue to receive interest on the funds held in the Trust Account.
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Table of Contents
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.
Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $1,000,000. The Company may withdraw additional funds to pay income tax and franchise tax obligations. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of June 30, 2023, the Company has made a full withdrawal for 2023 of $1,000,000.
On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $500,000 following the approval and implementation of the Extension Amendment Proposal. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the Sponsor. The Extension Promissory Note provides up to $4,500,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) February 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. As of June 30, 2023, the Extension Promissory Note had a balance of $1,000,000 with $3,500,000 available for withdrawal.
The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern, the Company has until February 17, 2024 or such earlier date as determined by the board of directors to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 17, 2024 or such earlier date as determined by the board of directors. The Company intends to complete a Business Combination by February 17, 2024.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
The Company agreed, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $19,320,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.
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Table of Contents
Warrant Liabilities
The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Net Income Per Share of Common Stock
The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share of common stock as the redemption value approximates fair value.
Recent Accounting Standards
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 17, 2021, we consummated the Initial Public Offering of 55,200,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $552,000,000. J.P. Morgan Securities LLC acted as joint bookrunner and representative of the underwriters and each of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint bookrunner of the offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No.333-252005). The Securities and Exchange Commission declared the registration statement effective on February 11, 2021.
Simultaneous with the consummation of the Initial Public Offering, the Company consummated the sale of 14,040,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $14,040,000. Each whole Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, an aggregate of $552,000,000 was placed in the Trust Account. On May 11, 2023, the stockholders of the Company approved the Charter Amendment. The Charter Amendment was filed with the Secretary of State of the State of Delaware and 27,690,293 shares of Class A Common Stock were redeemed, resulting in the payment of $281,934,276 from the Trust Account.
We incurred $29,883,354 of transaction costs, consisting of $10,048,000 of underwriting fees, which is net of $992,000 reimbursed fees from the underwriters, $19,320,000 of deferred underwriting discount and $515,354 of other offering costs. In addition, $2,310,742 of cash was held outside of the Trust Account for working capital purposes.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
In the second quarter of 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* | Filed herewith. |
** | Furnished herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHURCHILL CAPITAL CORP VI | ||||||
Date: August 11, 2023 | By: | /s/ Michael Klein | ||||
Name: | Michael Klein | |||||
Title: | Chief Executive Officer and President | |||||
(Principal Executive Officer) | ||||||
Date: August 11, 2023 | By: | /s/ Jay Taragin | ||||
Name: | Jay Taragin | |||||
Title: | Chief Financial Officer | |||||
(Principal Accounting and Financial Officer) |
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