UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 25, 2021
CHURCHILL CAPITAL
CORP IV
(Exact name of registrant as specified in its charter)
| Delaware | 001-39408 | 85-0891392 |
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| incorporation) |
| 640 Fifth Avenue, 12th Floor | 10019 |
| New York, NY | (Zip Code) |
| (Address of principal executive offices) |
(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant | CCIV.U | New York Stock Exchange | ||
| Shares of Class A common stock | CCIV | New York Stock Exchange | ||
| Warrants | 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 x
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 25, 2021, Churchill Capital Corp IV (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (“NYSE”) indicating that the Company was not in compliance with the NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual because it had not timely filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Q1 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or before May 24, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The Notice had no immediate effect on the listing of the Company’s stock on the NYSE, and indicated that the Company had six months to file its Q1 Form 10-Q to regain compliance.
Subsequent to the receipt of the Notice, on May 28, 2021, the Company filed the Q1 Form 10-Q, which is expected to be available on the SEC website on June 1, 2021, and is expected to regain compliance with the NYSE listing rules.
On May 28, 2021, the Company issued a press release reporting the receipt of the Notice. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release, dated May 28, 2021 |
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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.
| Churchill Capital Corp IV | ||
| Date: May 28, 2021 | By: | /s/ Jay Taragin |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Churchill Capital Corp IV Receives NYSE Notice
Regarding Delayed Form 10-Q Filing;
Files Required Report
New York, NY, May 28, 2021 - Churchill Capital Corp IV (NYSE: CCIV) (the “Company”) today announced that it has filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, which is expected to be available on the SEC website on June 1, 2021.
On May 25, 2021, the Company received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Q1 Form 10-Q with the SEC. As previously disclosed in its Form 12b-25 filing with the SEC, the Company was unable to timely file the Q1 2021 Form 10-Q due to the ongoing review of the impact of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” issued by the SEC Staff on April 12, 2021, on the Company’s financial statements for the first quarter. The notice had no immediate effect on the listing of the Company’s stock on the NYSE, and indicated that the Company had six months to file its Q1 Form 10-Q to regain compliance.
Upon the filing of the Q1 Form 10-Q on May 28, 2021, the Company is expected to regain compliance with the NYSE listing rules.
About Churchill Capital Corp IV
Churchill Capital Corp IV 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.
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 SEC, including, but not limited to, the Company’s ability to regain compliance with the continued listing criteria of the NYSE. 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:
Steve Lipin /
Lauren Odell / Christina Stenson
Gladstone Place Partners
(212) 230-5930