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Filed: 29 Jul 20, 10:00pm

 

 

As filed with the Securities and Exchange Commission on July 29, 2020

 

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 IV

(Exact name of registrant as specified in its charter)

 

 

 

Delaware677085-0891392

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification Number)

   

 640 Fifth Avenue, 12th Floor

New York, NY 10019

Telephone: (212) 380-7500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Jay Taragin

c/o Churchill Capital Corp IV

640 Fifth Avenue, 12th Floor

New York, NY 10019

Telephone: (212) 380-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Raphael M. Russo, Esq.

Joel L. Rubinstein, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Daniel E. Nussen, Esq.

1285 Avenue of the Americas

White & Case LLP

New York, NY 10019

1221 Avenue of the Americas

(212) 373-3000

New York, NY 10020

 

(212) 819-8200

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-239856)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large  accelerated filer

¨
Accelerated filer¨

Non-accelerated filerxSmaller reporting companyx
  Emerging growth  companyx

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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Security

Being Registered

 

 

Amount Being

Registered

 

Proposed

Maximum

Offering Price

per Security(1)

  

Proposed

Maximum Aggregate

Offering Price(1)

  

Amount of

Registration Fee

 

Units, each consisting of one share of Class A common stock,

$0.0001 par value, and one-fifth of one redeemable warrant(2)

 34,500,000 Units $10.00  $345,000,000  $44,781 
Shares of Class A common stock included as part of the units(3) 34,500,000 Shares  -   -   -(4)
Redeemable warrants included as part of the units(3) 6,900,000 Warrants  -   -   - 
Total       $345,000,000  $44,781 

 

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-239856).
(3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)No fee pursuant to Rule 457(g) under the Securities Act.
(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $1,725,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-239856), which was declared effective by the Securities and Exchange Commission on July 29, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $345,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 34,500,000 additional units of Churchill Capital Corp IV, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-fifth of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-239856) (the “Prior Registration Statement”), initially filed by the Registrant on July 14, 2020 and declared effective by the Securities and Exchange Commission on July 29, 2020. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.Exhibits and Financial Statement Schedules.

 

(a)Exhibits. The following exhibits are being filed herewith:

 

ExhibitDescription

 

5.1Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
23.1Consent of Marcum LLP
23.2Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1)

 

(b)Financial Statements. Not Applicable.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 29th of July, 2020.

 

 

 

CHURCHILL CAPITAL CORP IV

  
  
 By: /s/ Jay Taragin
  Name: Jay Taragin
Title:   Chief Financial Officer


 

Signature Title Date
     
/s/ Michael Klein Chief Executive Officer, July 29, 2020
Michael Klein Chairman of the Board of Directors and Director (Principal Executive Officer)  
     
/s/ Jay Taragin Chief Financial Officer July 29, 2020
Jay Taragin (Principal Accounting Officer and Financial Officer)  

 

 

 

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