CCV Churchill Capital Corp V

On August 30, 2021, Churchill Capital Corp V (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $1,500,000 to Churchill Sponsor V LLC, or its registered assigns or successors in interest or order (the “Sponsor”), which may be drawn down by the Company from time to time upon written notice to the Sponsor. The Note does not bear interest and is repayable in full upon the earlier of (i) the date of consummation of the Company’s initial business combination, and (ii) the winding up of the Company. The Sponsor has the option, at any time prior to payment in full of the principal balance of the Note, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement at the time of the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.