Amended Statement of Ownership (sc 13g/a)
14 Janeiro 2022 - 3:34PM
Edgar (US Regulatory)
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 V
(Name
of Issuer)
Common Stock – Class A
(Title of Class of
Securities)
17144T107
(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 Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
|
|
NAMES OF REPORTING PERSONS
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MAGNETAR FINANCIAL LLC
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|
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a) ¨
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|
(b) ¨
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
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4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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Delaware
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,500,000
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,500,000
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,500,000
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.00%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA, OO
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
MAGNETAR CAPITAL PARTNERS LP
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|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
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4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,500,000
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,500,000
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,500,000
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.00%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC, PN
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
SUPERNOVA MANAGEMENT LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,500,000
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,500,000
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,500,000
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.00%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC, OO
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
ALEC N. LITOWITZ
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,500,000
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,500,000
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,500,000
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.00%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC, IN
|
SCHEDULE 13G
|
Item
1(a)
|
Name
of Issuer.
|
Churchill Capital
Corp V (the “Issuer”)
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices.
|
640 FIFTH AVENUE,
12TH FLOOR
NEW YORK, NY 10019
|
Item
2(a)
|
Name
of Person Filing.
|
This statement
is filed on behalf of each of the following person (collectively, the “Reporting Persons”):
|
i)
|
Magnetar
Financial LLC (“Magnetar Financial”);
|
|
ii)
|
Magnetar
Capital Partners LP (Magnetar Capital Partners”);
|
|
iii)
|
Supernova
Management LLC (“Supernova Management”); and
|
|
iv)
|
Alec
N. Litowitz (“Mr. Litowitz”).
|
This statement relates to the Shares
(as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master
Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”),
Magnetar Capital Master Fund Ltd (“Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar
SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit
Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), a Delaware limited liability
company; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds,
and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner
of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
|
Item
2(b)
|
Address
of Principal Business Office.
|
The address of the
principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603
Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
Item
2(c)
|
Place
of Organization.
|
|
|
|
i)
|
Magnetar
Financial is a Delaware limited liability company;
|
|
ii)
|
Magnetar
Capital Partners is a Delaware limited partnership;
|
|
iii)
|
Supernova
Management is a Delaware limited liability company; and
|
|
iv)
|
Mr. Litowitz
is a citizen of the United States of America.
|
|
Item
2(d)
|
Title
of Class of Securities.
|
Common
Stock
17144T107
(e) x An investment
adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent holding
company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As
of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 2,500,000
Shares. The amount consists of (A) 266,876 Shares held for the account of Constellation Fund II; (B) 960,300 Shares held for
the account of Constellation Master Fund; (C) 167,000 Shares held for the account of Systematic Master Fund; (D) 52,000 Shares
held for the account of Master Fund; (E) 326,184 Shares held for the account of Xing He Master Fund; (F) 209,852 Shares held
for the account of SC Fund; (G) 348,992 Shares held for the account of Structured Credit Fund; and (H) 168,796 Shares held
of the account of Lake Credit Fund. The Shares held by the Magnetar Funds represent approximately 5.00% of the total number of Shares
outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
|
Item
4(b)
|
Percent
of Class:
|
(i) As of December 31,
2021, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 5.00% of the total number of Shares
outstanding (based upon the information provided by the Issuer in its Form 10-Q/A filed with the SEC on January 5, 2022, there
were approximately 50,000,000 Shares outstanding as of December 23, 2021).
|
Item4(c)
|
Number of Shares of which such
person has:
|
Magnetar Financial,
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
2,500,000
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
2,500,000
|
|
Item
5
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ¨.
|
Item
6
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
This Item 6 is not
applicable.
|
Item 7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported On by the
Parent Holding Company.
|
This Item 7 is not
applicable.
|
Item 8
|
Identification
and Classification of Members of the Group.
|
This Item 8 is not
applicable.
|
Item 9
|
Notice
of Dissolution of Group.
|
This Item 9 is not
applicable.
By
signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 14, 2022
|
magnetar financial llc
|
|
|
|
By: Magnetar Capital Partners LP, its Sole Member
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
|
|
|
Date: January 14, 2022
|
magnetar capital partners LP
|
|
|
|
By: Supernova Management LLC, its General Partner
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager of Supernova Management LLC
|
|
|
Date: January 14, 2022
|
supernova management llc
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager
|
|
|
Date: January 14, 2022
|
/s/
Alec N. Litowitz
|
|
Alec N. Litowitz
|
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