UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 17, 2020
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Churchill Capital Corp IV
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Delaware
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001-39408
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85-0891392
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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640 Fifth Avenue, 12th Floor
New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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(212) 380-7500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of
Class A common stock, $0.0001 par value, and one-fifth of one warrant |
CCIV.U
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New York Stock Exchange
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| Shares of Class A common stock |
CCIV |
New York Stock Exchange |
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| Warrants included as part of the units |
CCIV WS |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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On September 17, 2020, Churchill Capital Corp IV (the “Company”) issued a press release, a copy
of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants comprising the units commencing on September 18,
2020. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “CCIV.U,” and each of the Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols
“CCIV” and “CCIV WS,” respectively.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit No.
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Description of Exhibits
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99.1
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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Churchill Capital Corp IV
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Date: September 17, 2020
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By:
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/s/ Jay Taragin
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Name:
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Jay Taragin
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Title:
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Chief Financial Officer
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3
EXHIBIT 99.1
Churchill Capital Corp IV Announces the Separate Trading of its Class A Common Stock and Warrants,
Commencing September 18, 2020
NEW YORK, NY, SEPTEMBER 17, 2020 – Churchill Capital Corp IV (the “Company”
or “Churchill”) announced that commencing September 18, 2020, holders of the units sold in the Company’s initial public offering of 207,000,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units.
Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “CCIV” and “CCIV WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol
“CCIV.U”. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the
Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Churchill Capital Corp IV
Churchill Capital Corp IV was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company. The Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any
business or industry.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of Churchill Capital Corp IV
may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the
financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on
our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Churchill Capital Corp IV
info@churchillcapitalcorp.com