NEW
YORK, Jan. 23, 2024 /PRNewswire/ -- Churchill
Capital Corp VII ("Churchill VII") (NYSE: CVII), a special purpose
acquisition company, announced today that it plans to transfer the
listing of its shares of Class A common stock, public warrants and
public units from the New York Stock Exchange ("NYSE") to Nasdaq
Global Market ("Nasdaq").
Churchill VII expects that listing and trading of its securities
on the NYSE will end at market close on February 2, 2024, and expects to commence trading
as a Nasdaq-listed company upon market open on February 5, 2024. Churchill VII's Class A common
stock, public units and public warrants will trade under the
respective ticker symbols, "CVII," "CVIIU" and "CVIIW," on Nasdaq
after the transfer from NYSE to Nasdaq is completed.
As announced on August 1, 2023,
Churchill VII entered into a definitive agreement for a business
combination (and together with the transactions contemplated
thereby, the "Transactions") with CorpAcq Holdings Limited
("CorpAcq"), a corporate compounder with a proven track record of
acquiring and supporting founder-led businesses. Upon closing of
the Transactions, CorpAcq will be a publicly traded corporate
compounder with a portfolio of 42 businesses (as of September 30, 2023).
The Transactions are expected to close in early 2024 and are
subject to approval by Churchill VII's stockholders, the
registration statement on Form F-4 filed by CorpAcq Group Plc in
respect of the Transactions (the "Registration Statement") being
declared effective by the U.S. Securities and Exchange Commission
(the "SEC"), Churchill VII having available cash at closing of at
least $350 million, net of
transaction fees, and other customary closing conditions.
No action is required by existing Churchill VII stockholders
with respect to the transfer of Churchill VII securities from NYSE
to Nasdaq.
About Churchill Capital Corp VII
Churchill Capital Corp 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.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and a diversified portfolio of 42 companies
(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 business successfully. CorpAcq is
headquartered in the United
Kingdom.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Transactions and is not
intended to form the basis of any investment decision or any other
decision in respect of the Transactions.
The Registration Statement filed by CorpAcq Group Plc on
November 17, 2023 (including
amendments thereto) includes a proxy statement/prospectus to be
distributed to Churchill VII's stockholders and warrantholders in
connection with Churchill VII's solicitation for proxies for the
vote by Churchill VII's stockholders and warrantholders in
connection with the Transactions and other matters described in the
Registration 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 warrantholders in connection with
the completion of the Transactions. On January 19, 2024, Churchill VII filed a
definitive proxy statement with the SEC (the "Extension Proxy
Statement") in connection with Churchill VII's solicitation of
proxies for its special meeting of stockholders to be held to
approve, among other things, an extension of the date by which
Churchill VII must consummate the Transactions (or any other
initial business combination) from February
17, 2024 to August 17, 2024
(or such earlier date as determined by the board of directors of
Churchill VII) (such meeting, the "Extension Special Meeting").
Before making any voting or other investment decisions,
Churchill VII's stockholders and warrantholders and other
interested persons are advised to read the Registration Statement
and any amendments thereto and, once available, the definitive
proxy statement/prospectus, in connection with Churchill VII's
solicitation of proxies for its special meeting of stockholders and
its special meeting of warrantholders to be held to approve, among
other things, the Transactions, as well as other documents filed
with the SEC by Churchill VII or CorpAcq Group Plc in connection
with the Transactions and the Extension Proxy Statement and any
amendments thereto, as these documents will contain important
information about CorpAcq, CorpAcq Group Plc, Churchill VII and the
Transactions.
After the Registration Statement has been declared effective,
Churchill VII will mail a definitive proxy statement/prospectus and
other relevant documents to its stockholders and warrantholders as
of the record date established for voting on the Transactions.
Churchill VII is in the process of mailing the Extension Proxy
Statement and other relevant documents to its stockholders as of
the record date established for voting at the Extension Special
Meeting. Stockholders and warrantholders may also obtain a copy of
the Registration Statement (and definitive proxy
statement/prospectus, once available), the Extension Proxy
Statement, as well as other documents filed by Churchill VII 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, the date Churchill VII will cease trading on
NYSE and begin trading on the Nasdaq and the anticipated timing for
the Transactions 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 CorpAcq's reliance on its senior
management team and key employees; 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; 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; 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; those factors discussed in under
the heading "Risk Factors" in the Registration Statement, Amendment
No. 1 to the Registration Statement filed with the SEC on
December 26, 2023 ("Amendment No.
1"), 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 warrantholders 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) Amendment No.1
(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 March 17, 2023
(and specifically, the following sections: "Item 1A. Risk
Factors"; "Item 10. Directors, Executive Officers and
Corporate Governance"; "Item 11. Executive
Compensation"; "Item 12. Beneficial ownership"; "Item
13. Related party transactions" and "Item 15. Exhibits,
Financial Statement Schedules–Note 5. Related Party
Transactions", (3) the Form 10-Qs filed by Churchill VII with
the SEC on May 10,
2023, August 9,
2023 and November 9,
2023 (and specifically, the "Item 1. Financial
Statements–Note 5. Related Party Transactions" in each such
Form 10-Qs, respectively), (4) the Form 8-K filed by
Churchill VII with the SEC on August 7,
2023 (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 (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 19,
2024 (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 will be 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. Additional
information regarding the participants in the proxy solicitation
and a description of their respective direct and indirect interests
will be included in the definitive proxy statement/prospectus
relating to the offer of securities to be issued by CorpAcq Group
Plc to Churchill VII's stockholders and warrantholders in
connection with the completion of the Transactions once such
information becomes available.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the definitive proxy statement/prospectus relating to the offer of
the securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and warrantholders in connection with the completion
of the Transactions once such documents are available before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
Media Contact:
Michael
Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII