Redemption deadline for stockholders moved to
August 8, 2024
NEW
YORK, July 18, 2024 /PRNewswire/ -- Churchill
Capital Corp VII ("Churchill VII") (Nasdaq: CVII), a special
purpose acquisition company, announced today that it intends to
adjourn each of the special meeting of Churchill VII stockholders
(the "Stockholder Special Meeting") and the meeting of Churchill
VII warrant holders (the "Warrant Holder Meeting"), which are
currently scheduled for July 25,
2024, to be held in connection with the proposed business
combination between CorpAcq Holdings Limited ("CorpAcq"), and
Churchill VII (the "Business Combination"). The Stockholder Special
Meeting will reconvene on August 12,
2024 at 10:00 A.M., Eastern
Time, and the Warrant Holder Meeting will reconvene on
August 12, 2024 at 10:30 A.M., Eastern Time.
Churchill VII stockholders and public warrant holders of record
as of the close of business on June 18,
2024 (the "Record Date") should reference the definitive
proxy statement/prospectus (the "Proxy Statement") for all relevant
information and remain entitled to vote at the Stockholder Special
Meeting and/or Warrant Holder Meeting, respectively. Shareholders
who have not yet done so are encouraged to vote as soon as
possible. Each of the Stockholder Special Meeting and the Warrant
Holder Meeting will still be conducted virtually via webcast and
can be registered for by following the instructions provided in the
Proxy Statement. As a result of the adjournments, the deadline for
Churchill VII stockholders to elect redemption of their shares in
connection with the Business Combination will be extended until
August 8, 2024.
The Churchill VII board of directors unanimously (of those who
voted) recommends that Churchill VII stockholders vote "FOR" the
Business Combination as well as the other proposals set forth in
the Proxy Statement. Each stockholder's vote FOR ALL the
stockholder proposals included in the Proxy Statement is important,
regardless of the number of shares held.
The Churchill VII board of directors unanimously (of those who
voted) recommends that Churchill VII warrant holders vote "FOR" the
amendment to Churchill VII's existing warrant agreement as
well as the other proposals set forth in the Proxy Statement. Each
warrant holder's vote FOR ALL the warrant holder proposals included
in the Proxy Statement is important, regardless of the number of
warrants held.
If approved by Churchill VII's stockholders, the Business
Combination is expected to be completed shortly after the
Stockholder Special Meeting, subject to the satisfaction of all
other closing conditions. Following completion, the combined
company will operate as CorpAcq Group Plc and is expected to be
listed on the Nasdaq Global Market under the ticker "CPGR".
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 a
diversified portfolio of 43 companies (as of May 1, 2024) 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 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.
Additional Information and Where to Find It
This
communication does not contain all the information that should be
considered concerning the 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.
The 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 to be 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 Post-Effective
Amendment, 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 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 will
contain important information about CorpAcq, CorpAcq Group Plc,
Churchill VII and the Transactions.
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
forecasts of financial and operational metrics 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; 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
Post-Effective Amendment, 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) Proxy
Statement (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 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 (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 June 20, 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.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the Proxy Statement before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
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