CCVI.U / Churchill Capital Corp VI Units, each consisting of one share of Class A common stock, and one-fifth - Документы SEC, Годовой отчет, Доверенное заявление

CCVI / Churchill Capital Corp VI - Class A / Empyrean Capital Partners, LP - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 churchill130240sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Churchill Capital Corp VI (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires

CCVI / Churchill Capital Corp VI - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* CHURCHILL CAPITAL CORP VI (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

JOINT FILING AGREEMENT

EX-99.1 2 tm243910d11ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of CHURCHILL CAPITAL CORP VI dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accord

LIMITED POWER OF ATTORNEY

EX-99.2 3 tm243910d11ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40052 Churchill Capital Corp VI (Exact name of registrant as specified

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 15, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Churchill Capital Corp VI Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

EXHIBIT 99.1 Churchill Capital Corp VI Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, November 17, 2023 – 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

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): November 17, 2023 CHURCHILL CAPIT

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): November 17, 2023 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052

CCVI / Churchill Capital Corp VI - Class A / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 17143W101 (CUSIP Number) October 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

CCVI / Churchill Capital Corp VI - Class A / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 17143W101 (CUSIP Number) August 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052 Chur

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 16, 2023 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commission

Promissory Note, dated as of May 16, 2023, by and between Churchill Capital Corp VI and Churchill Sponsor VI LLC (incorporated by reference to the Exhibit 10.1 filed with the Company’s current report on Form 8-K filed by the registrant on May 16, 2023)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the registrant on May 16, 2023)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VI Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP VI (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052 Chu

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 11, 2023 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commission

Churchill Capital Corp VI Announces Monthly Contribution to Trust Account in Connection with Proposed Extension Churchill Capital VI LLC will make monthly deposits of $500,000 directly to the trust account Trust account funds transitioned from cash t

Exhibit 99.1 Churchill Capital Corp VI Announces Monthly Contribution to Trust Account in Connection with Proposed Extension Churchill Capital VI LLC will make monthly deposits of $500,000 directly to the trust account Trust account funds transitioned from cash to an interest-bearing account Special meeting of stockholders of Churchill VI scheduled for May 11, 2023 to extend date by which Churchil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

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 5, 2023 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-400

PART I — REGISTRANT INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40052 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 17143W 101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Other Events

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): February 17, 2023 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commis

CCVI / Churchill Capital Corp VI / Empyrean Capital Partners, LP - CHURCHILL CAPITAL CORP VI Passive Investment

SC 13G/A 1 p23-0414sc13ga.htm CHURCHILL CAPITAL CORP VI SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of Thi

CCVI / Churchill Capital Corp VI / Blackstone Holdings I L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d428920dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Chec

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

CCVI / Churchill Capital Corp VI / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VI. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp VI dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) und

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052 Chur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052 Chu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40052 Churchill Capit

Indemnity Agreement, dated May 11, 2021, between the Company and Stephen Murphy.

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Stephen Murphy (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itsel

Indemnity Agreement, dated May 11, 2021, between the Company and Andrew Frankle.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Andrew Frankle (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itsel

Description of Securities of the Company.

EXHIBIT 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms

Indemnity Agreement, dated January 5, 2022, between the Company and Alan Schrager.

Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 5, 2022, by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Alan Schrager (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate its

CCVI / Churchill Capital Corp VI / Churchill Sponsor VI LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 17143W 101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

CCVI / Churchill Capital Corp VI / Blackstone Holdings I L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CCVI / Churchill Capital Corp VI / Empyrean Capital Partners, LP - CHURCHILL CAPITAL CORP VI Passive Investment

SC 13G/A 1 p22-0385sc13ga.htm CHURCHILL CAPITAL CORP VI SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of Thi

CCVI / Churchill Capital Corp VI / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VI (Name of Issuer) Unit (Title of Class of Securities) 17143w200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

CCVI / Churchill Capital Corp VI / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VI (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17143W101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

CCVI / Churchill Capital Corp VI / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 CCVISC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CHURCHILL CAPITAL CORP VI (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17143W101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 29, 2021 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commis

CCVI / Churchill Capital Corp VI / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp VI (Name of Issuer) Unit (Title of Class of Securities) 17143w200 (CUSIP Number) December 21, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] R

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 15, 2021 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40052 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40052 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨  Transition Report on Form 10-K ¨  Transition Report on Form 20-F ¨  Transition Report on Form 11-K ¨  Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40052 Chur

Indemnity Agreement, dated May 11, 2021, between the Company and Stephen Murphy

Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Stephen Murphy (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself

Indemnity Agreement, dated May 11, 2021, between the Company and Andrew Frankle

? Exhibit 10.1 ? INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Andrew Frankle (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OMB APPROVAL

NT 10-Q 1 tm2114181d2nt10q.htm NT 10-Q OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-40052 CUSIP Number 17143W 101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm2115873d18k.htm FORM 8-K 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 11, 2021 CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdicti

Financial Statements and Exhibits, Other Events

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): April 5, 2021 (April 2, 2021) CHURCHILL CAPITAL CORP VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporat

Churchill Capital Corp VI Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 5, 2021

EX-99.1 2 tm2112007d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Churchill Capital Corp VI Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 5, 2021 NEW YORK, NY, APRIL 2, 2021 - Churchill Capital Corp VI (the “Company” or “Churchill”) announced that commencing April 5, 2021, holders of the units sold in the Company’s initial public offering o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Secur

SC 13G 1 d134713dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 17143W200 (CUSIP Number) February 17, 2021 (Date of Event which Requires Filing of this Statement) Check the

Churchill Capital Corp VI

SC 13G 1 p21-0837sc13g.htm CHURCHILL CAPITAL CORP VI SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VI (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17143W200** (CUSIP Number) February 17, 2021 (Date of Event Which Requires Filing of This St

JOINT FILING AGREEMENT

EX-99.1 2 d134713dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV, Blackstone Alternative Solutions L.L.C., Blacks

Financial Statements and Exhibits, Other Events

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): February 17, 2021 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (State or other jurisdiction of incorporation) (Commis

INDEX TO FINANCIAL STATEMENT

INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Churchill Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHURCHILL CAPITAL CORP VI (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHURCHILL CAPITAL CORP VI (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17143W200** (CUSIP Number) FEBRUARY 12, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

Underwriting Agreement, dated February 11, 2021, between the Company and J.P. Morgan Securities LLC, as representative of the underwriters.

Exhibit 1.1 Churchill Capital Corp VI 48,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February 11, 2021 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Churchill Capital Corp VI, a Delaware corporation (the ?Company?), proposes to issue and sell to

Indemnity Agreement, dated February 11, 2021, between the Company and Mark Klein (incorporated by reference to the Exhibit 10.11 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Mark Klein (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself

Indemnity Agreement, dated February 11, 2021, between the Company and Jay Taragin (incorporated by reference to the Exhibit 10.8 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Jay Taragin (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itsel

Indemnity Agreement, dated February 11, 2021, between the Company and Bonnie Jonas (incorporated by reference to the Exhibit 10.10 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Bonnie Jonas (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itse

Administrative Services Agreement, dated February 11, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference to the Exhibit 10.16 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.12 Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 February 11, 2021 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?) and M. Klein Associates, Inc., a New York corporation (th

Registration Rights Agreement, dated February 11, 2021, among the Company and certain other security holders named therein (incorporated by reference to the Exhibit 10.4 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

EX-10.3 7 tm216623d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Churchill Capital Corp VI, a Delaware corporation (the “Company”), Churchill Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under H

Indemnity Agreement, dated February 11, 2021, between the Company and Glenn R. August.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Glenn R. August (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate i

Financial Statements and Exhibits, Other Events

8-K 1 tm216623d18k.htm FORM 8-K 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): February 18, 2021 (February 11, 2021) Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 001-40052 85-3391359 (S

Indemnity Agreement, dated February 11, 2021, between the Company and Michael Klein (incorporated by reference to the Exhibit 10.7 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Michael Klein (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate its

Indemnity Agreement, dated February 11, 2021, between the Company and Karen G. Mills (incorporated by reference to the Exhibit 10.13 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Karen G. Mills (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate i

Indemnity Agreement, dated February 11, 2021, between the Company and Malcolm S. McDermid (incorporated by reference to the Exhibit 10.12 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Malcolm S. McDermid (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to oblig

Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.4 CHURCHILL CAPITAL CORP VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 11, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 11, 2021 is by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?

Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the Exhibit 10.3 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 11, 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-252

Private Placement Warrant Purchase Agreement, dated February 11, 2021, between the Company and the Sponsor (incorporated by reference to the Exhibit 10.5 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (this ?Agreement?), is entered into by and between Churchill Capital Corp VI, a Delaware corporation (the ?Company?), and Churchill Sponsor VI LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial p

Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VI February 12, 2021 Churchill Capital Corp VI, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Churchill Capital Corp VI?. The original certificate of incorporation of the Corporation was filed under the name of Ch

Form of Letter Agreements, dated February 11, 2021, among the Company and each of its officers and directors and the Sponsor (incorporated by reference to the Exhibit 10.2 filed with the Company’s current report on Form 8-K filed by the Registrant on February 18, 2021).

Exhibit 10.1 February 11, 2021 Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Churchill Capital Corp VI, a Delaware corporation (the ?C

$480,000,000 Churchill Capital Corp VI 48,000,000 Units

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration Nos. 333-252005 and 333-253022? P R O S P E C T U S $480,000,000 Churchill Capital Corp VI 48,000,000 Units Churchill Capital Corp VI is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wit

- S-1MEF

S-1MEF 1 tm216435d1s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-3391359 (State or other jurisdict

-

J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10017 February 10, 2021 VIA EDGAR Todd Schiffman and Pam Long United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Churchill Capital Corp VI Registration Statement on Form S-1 Filed January 11, 2020, as amended File No. 333-252005 Dear Ladies and Gentlemen: Pur

-

Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 February 10, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

-

J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10017 February 10, 2021 VIA EDGAR Todd Schiffman and Pam Long United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Churchill Capital Corp VI Registration Statement on Form S-1 Filed January 11, 2020, as amended File No. 333-252006 Dear Ladies and Gentlemen: Pur

- 8-A12B

8-A12B 1 tm216123d18a12b.htm 8-A12B As filed with the Securities and Exchange Commission on February 10, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHURCHILL CAPITAL CORP VI (Exact Name of Registrant as specified in its charter) Dela

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 4.4 filed with the Company’s registration statement on Form S-1/A filed by the Registrant on February 8, 2021).

EX-4.4 2 tm211836d11ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 CHURCHILL CAPITAL CORP VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust co

- S-1/A

S-1/A 1 tm211836-10s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on February 9, 2021. Registration No. 333-252005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-339135

Consent of Malcolm S. McDermid

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VI of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Ca

Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Sponsor

EX-10.8 14 tm211836d7ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 [ ], 2021 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”) and M. Klein Associat

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 7 tm211836d7ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 CHURCHILL CAPITAL CORP VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust com

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor

EX-10.6 12 tm211836d7ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Churchill Sponsor VI LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Compa

Form of Underwriting Agreement

Exhibit 1.1 Churchill Capital Corp VI 40,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February [●], 2021 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Churchill Capital Corp VI, a Delaware corporation (the “Company”), proposes to issue and sell t

- S-1/A

As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333-252005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-3391359 (State or other jurisdiction of

Form of Amended and Restated Certificate of Incorporation

EX-3.2 3 tm211836d8ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VI [ ], 2021 Churchill Capital Corp VI, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Churchill Capital Corp VI”. The original certificate of incorporation of the Corporati

Consent of Karen G. Mills

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VI of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Ca

Form of Specimen Class A Common Stock Certificate

EX-4.2 6 tm211836d7ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] CHURCHILL CAPITAL CORP VI UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of on

Form of Amended and Restated Bylaws

Exhibit 3.3 BY LAWS OF CHURCHILL CAPITAL CORP VI (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delawa

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 10 tm211836d7ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company

Form of Specimen Unit Certificate

EX-4.1 5 tm211836d7ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP CHURCHILL CAPITAL CORP VI INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CHURCHILL CAPITAL CORP VI (THE “CORPORATION”) trans

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 5, 2021. Registration No. 333-252005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-3391359 (State or oth

Form of Indemnity Agreement

EX-10.7 13 tm211836d8ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333-252005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-3391359 (State or oth

Form of Letter Agreement between the Registrant and the Registrant’s officers and directors and the Sponsor

EX-10.2 9 tm211836d8ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [·], 2021 Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Cor

Consent of Mark Klein

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VI of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Ca

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 11 tm211836d8ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Churchill Capital Corp VI, a Delaware corporation (the “Company”), Churchill Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder o

Consent of Bonnie Jonas

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VI of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Ca

-

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 5, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Consent of Glenn R. August

EXHIBIT 99.1 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VI of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill Ca

Securities Subscription Agreement, dated December 22, 2020, between the Registrant and the Sponsor

EXHIBIT 10.5 Churchill Capital Corp VI 640 Fifth Avenue, 12th Floor New York, NY 10019 December 22, 2020 Churchill Sponsor VI LLC 640 Fifth Avenue, 12th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Churchill Sponsor VI LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock (the “Share

Promissory Note, dated December 22, 2020, issued to the Sponsor

EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 8, 2021. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VI (Exact name of registrant as specified in its charter) Delaware 6770 85-3391359 (State or other jurisdiction of i

Certificate of Incorporation

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VI October 9, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Churchill Capital Corp VI (the “Corporation”). AR