Stockholders may elect to redeem shares of
Class A Common Stock until 5:00 pm Eastern
Time, August 9, 2024
NEW
YORK, Aug. 5, 2024 /PRNewswire/ -- Churchill
Capital Corp VII ("Churchill VII") (Nasdaq: CVII), a special
purpose acquisition company, announced today that the deadline for
Churchill VII stockholders to elect redemption of their shares of
class A common stock of Churchill VII ("Class A Common Stock") in
connection with the proposed business combination between CorpAcq
Holdings Limited ("CorpAcq"), and Churchill VII (the "Business
Combination") is extended until 5:00 P.M.,
Eastern Time on August 9,
2024. The redemption deadline is being extended so that
stockholders will have sufficient time to evaluate certain
additional disclosure in respect of the Business Combination
furnished on Form 8-K and filed on Schedule 14A by Churchill VII on
August 5, 2024 (the "Form 8-K").
Churchill VII's stockholders are advised to read the Form 8-K.
Any request for redemption, once made by a holder of Class A
Common Stock, may be withdrawn at any time up to the time the vote
is taken with respect to the Business Combination at the special
meeting of Churchill VII's stockholders (the "Stockholder Special
Meeting") to be reconvened on August 12,
2024 at 10:00 A.M., Eastern Time. If a stockholder has
previously submitted a request to redeem its shares Class A Common
Stock in connection with the Stockholder Special Meeting and would
like to reverse such request, such stockholder may make such
request by contacting the Churchill VII's transfer agent at the
following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
Churchill VII Stockholder and Warrant Holder Meetings
On August 12, 2024, Churchill VII
will reconvene the previously adjourned Stockholder Special Meeting
at 10:00 A.M., Eastern Time, to consider and vote on, among
other proposals, a proposal to adopt the merger agreement in
respect of the Business Combination and approve the Business
Combination and the previously adjourned meeting of Churchill VII's
public warrantholders at 10:30 A.M.,
Eastern Time, to consider and vote on, among other
proposals, a proposal to amend the existing warrant agreement that
governs all of Churchill VII's outstanding warrants.
Churchill VII stockholders and warrant holders who need
assistance voting, have questions regarding the meetings, or would
like to request documents may contact Churchill VII's proxy
solicitor, Morrow Sodali LLC, by calling (800) 662-5200 (toll-free)
or banks and brokers may call (203) 658-9400, or by emailing
CVII.info@investor.morrowsodali.com.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and has established a diversified portfolio
of 42 subsidiaries (as of December 31,
2023) across multiple large industries. CorpAcq has a track
record of unlocking business potential and long-term growth for
small and medium-sized enterprises through its established M&A
playbook and decentralized operational approach.
CorpAcq's executive team develops close relationships with their
subsidiaries' management to support them with financial and
strategic expertise while allowing them to retain independence to
continue to operate their businesses successfully. CorpAcq is
headquartered in the United
Kingdom.
About Churchill Capital Corp VII
Churchill VII 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.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the business combination between
CorpAcq and Churchill VII ("Business Combination") and the other
transactions contemplated thereby (the "Transactions") and is not
intended to form the basis of any investment decision or any other
decision in respect of the Transactions.
A post-effective amendment to the Registration Statement on Form
F-4 filed by CorpAcq Group Plc in respect of the Business
Combination (the "Post-Effective Amendment") was made effective by
the U.S. Securities and Exchange Commission (the "SEC") on
June 20, 2024 and includes the proxy
statement/prospectus (the "Proxy Statement") which was made
available to Churchill VII's stockholders and public warrant
holders in connection with Churchill VII's solicitation for proxies
for the vote by Churchill VII's stockholders and public warrant
holders in connection with the Transactions and other matters
described in the Proxy Statement, as well as the prospectus
relating to the offer and sale of securities to be issued by
CorpAcq Group Plc to Churchill VII's stockholders and public
warrant holders in connection with the completion of the
Transactions.
Before making any voting or other investment decisions,
Churchill VII's stockholders and public warrant holders and other
interested persons are advised to read the Post-Effective Amendment
and the Proxy Statement, in connection with Churchill VII's
solicitation of proxies for its Stockholder Special Meeting and its
Warrant Holder Meeting, as well as the Form 8-K and other documents
filed with the SEC by Churchill VII or CorpAcq Group Plc in
connection with the Transactions and any amendments thereto, as
these documents contain important information about CorpAcq,
CorpAcq Group Plc, Churchill VII and the Transactions.
Churchill VII first mailed the Proxy Statement and other
relevant documents to its stockholders and public warrant holders
as of the Record Date on or about June 20,
2024. Stockholders and public warrant holders may also
obtain a copy of the Post-Effective Amendment and the Proxy
Statement, as well as other documents filed by Churchill VII or
CorpAcq Group Plc with the SEC, without charge, at the SEC's
website located at www.sec.gov or by directing a written request to
Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan, " "project, " "forecast, " "intend, " "will, "
"expect, " "anticipate, " "believe, " "seek, " "target, "
"continue," "could, " "may," "might," "possible," "potential,"
"predict" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Churchill VII and CorpAcq have based the forward-looking
statements on its current expectations about future performance,
timing and events. The forward-looking statements in this
communication include, but are not limited to, statements regarding
estimates and the anticipated timing for the Business Combination
to close. The forward-looking statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of CorpAcq's and Churchill VII's
respective management teams and are not predictions of actual
timing and/or performance. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved. The forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may materially differ from
assumptions. Many actual events and circumstances are beyond the
control of Churchill VII and CorpAcq. The forward-looking
statements are subject to known and unknown risks, uncertainties
and assumptions about Churchill VII and CorpAcq that may cause the
timing and/or performance indicated in this communication to be
materially different from any actual future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include
changes in domestic and foreign business changes in the competitive
environment in which CorpAcq operates; CorpAcq's ability to manage
its growth prospects, meet its operational and financial targets,
and execute its strategy; the impact of any economic disruptions,
decreased market demand and other macroeconomic factors, including
the effect of a global pandemic, to CorpAcq's business, projected
results of operations, financial performance or other financial
metrics; CorpAcq's reliance on its senior management team and key
employees; risks related to liquidity, capital resources and
capital expenditures; failure to comply with applicable laws and
regulations or changes in the regulatory environment in which
CorpAcq operates; the outcome of any potential litigation,
government and regulatory proceedings, investigations, actions
(including any potential U.S. or U.K. government shutdowns) and
inquiries that Churchill VII or CorpAcq may face; assumptions or
analyses used for CorpAcq's forecasts proving to be incorrect and
causing its actual operating and financial results to be
significantly below its forecasts; CorpAcq failing to maintain its
current level of acquisitions or an acquisition not occurring as
planned and negatively affecting operating results; the inability
of the parties to successfully or timely consummate the
Transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect CorpAcq Group
Plc, which will be the combined company after the Transactions, or
the expected benefits of the Transactions or that the approval of
the stockholders of Churchill VII is not obtained; the risk that
stockholders of Churchill VII could elect to have their shares
redeemed by Churchill VII, leading to either Churchill VII failing
to satisfy continued listing requirements for Nasdaq Global Market
or Churchill VII having insufficient cash to complete the
Transactions; that CorpAcq or Churchill VII will enter into
financing arrangements in support of the Transactions; the outcome
of any legal proceedings that may be instituted against CorpAcq or
Churchill VII; changes in applicable laws or regulations; the
ability of Churchill VII or CorpAcq Group Plc to issue equity or
equity linked securities in connection with the Transactions or in
the future; the impact of certain geopolitical events, including
wars in Ukraine and the
surrounding region and the Middle
East; the impact of a current or future pandemic on CorpAcq,
CCVII, or CorpAcq Group's projected results of operations,
financial performance or other financial metrics, or on any of the
foregoing risks; those factors discussed in under the heading "Risk
Factors" in the Proxy Statement, as may be further amended from
time to time, and other documents filed, or to be filed, with the
SEC by Churchill VII or CorpAcq Group Plc. If any of these risks
materialize or CorpAcq's, CorpAcq Group Plc's or Churchill VII's
assumptions prove incorrect, actual timing and/or performance could
differ materially from the timing and/or performance implied by the
forward-looking statements. There may be additional risks that
CorpAcq, CorpAcq Group Plc nor Churchill VII presently know or that
CorpAcq, CorpAcq Group Plc and Churchill VII currently believe are
immaterial that could also cause actual timing and/or performance
to differ materially from those contained in the forward-looking
statements. In addition, the forward-looking statements reflect
CorpAcq's, CorpAcq Group Plc's and Churchill VII's expectations and
views as of the date of this communication. CorpAcq, CorpAcq Group
Plc's and Churchill VII anticipate that subsequent events and
developments will cause CorpAcq's, CorpAcq Group Plc's and
Churchill VII's assessments to change. However, while CorpAcq,
CorpAcq Group Plc and Churchill VII may elect to update these
forward-looking statements at some point in the future, CorpAcq,
CorpAcq Group Plc and Churchill VII specifically disclaim any
obligation to do so. The forward-looking statements should not be
relied upon as representing CorpAcq, CorpAcq Group Plc and
Churchill VII's assessments as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements. An investment in
CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in
any of CorpAcq's, CorpAcq Group Plc's or Churchill VII's founders'
or sponsors' past investments or companies or any funds affiliated
with any of the foregoing.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq, CorpAcq Group Plc, Churchill VII, Churchill Sponsor VII
LLC and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from Churchill
VII's stockholders and public warrant holders with respect to the
Transactions. A list of the names of Churchill VII's directors and
executive officers and a description of their interests in
Churchill VII is set forth in certain filings with the SEC,
including (but not limited to) the following: (1) the Definitive
Proxy Statement
(https://www.sec.gov/Archives/edgar/data/1828248/000110465924073479/tm2417668-1_defm14a.htm)
(and specifically, the following sections: "Risk Factors-Risks
Related to Churchill and the Business Combination"; "Information
Related to Churchill-Management, Directors and Executive Officers";
"The Business Combination-Interests of Certain Persons in the
Business Combination; Interests of the Churchill Initial
Stockholders and Churchill's Directors and Officers"; "Beneficial
Ownership of Churchill Securities" and "Certain Relationships and
Related Person Transactions-Churchill Relationships and Related
Person Transactions"), (2) the Form 10-K filed by Churchill VII
with the SEC on April 1, 2024
(https://www.sec.gov/Archives/edgar/data/1828248/000141057824000414/cvii-20231231x10k.htm)
(and specifically, the following sections: "Item 1A. Risk Factors";
"Item 10. Directors, Executive Officers and Corporate Governance";
"Item 11. Executive Compensation"; "Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters"; "Item 13. Certain Relationships and Related Transactions,
and Director Independence" and "Item 15. Exhibits and Financial
Statement Schedules-Note 5. Related Party Transactions"), (3) the
Form 10-Qs filed by Churchill VII with the SEC on May 10, 2023
(https://www.sec.gov/Archives/edgar/data/1828248/000141057823000982/cvii-20230331x10q.htm),
August 9, 2023
(https://www.sec.gov/Archives/edgar/data/1828248/000141057823001631/cvii-20230630x10q.htm),
November 9, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1828248/000141057823002315/cvii-20230930x10q.htm)
and May 3, 2024
(https://www.sec.gov/Archives/edgar/data/1828248/000141057824000589/cvii-20240331x10q.htm)
(and specifically, the discussion under "Item 1. Financial
Statements-Note 5. Related Party Transactions" section in each such
Form 10-Qs, respectively), (4) the Form 8-K filed by Churchill VII
with the SEC on August 7, 2023
(https://www.sec.gov/Archives/edgar/data/1828248/000110465923087944/tm2322945d1_8k.htm)
(and specifically, the disclosure under "Item 1.01 Entry Into a
Material Definitive Agreement-Amended and Restated Sponsor
Agreement"), (5) the Form 8-K filed by Churchill VII with the SEC
on December 26, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1828248/000110465923129191/tm2333487d1_8k.htm)
(and specifically, the disclosure under "Item 1.01 Entry Into a
Material Definitive Agreement-Consent and Merger Agreement
Amendment"), (6) the SCHEDULE 14A filed by Churchill VII with the
SEC on January 22, 2024
(https://www.sec.gov/Archives/edgar/data/1828248/000110465924005304/tm2333205-2_def14a.htm)
(and specifically, the following sections: "The Business
Combination-Interests of Certain Persons in the Business
Combination" and "Beneficial Ownership of Churchill Securities"),
and (7) other documents that may be filed with the SEC from time to
time in connection with the Transactions, each of which are
available free of charge at the SEC's website located at
www.sec.gov, or by directing a written request to Churchill Capital
Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Investor Relations Contact:
Email:
CorpAcqIR@icrinc.com
Media Relations Contact:
Michael Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII; CorpAcq