Churchill Capital Corp VII Announces Intention to Transfer Listing to Nasdaq
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Insights
The decision by Churchill Capital Corp VII to transfer its listing from the New York Stock Exchange to Nasdaq Global Market signifies a strategic move that could influence investor perception and the company's visibility in the market. Such transfers are often motivated by a variety of factors, including cost considerations, listing requirements and the desire to align with companies of similar sectors or stages of growth. Nasdaq is frequently associated with technology and growth-oriented companies, which may suggest Churchill VII's intention to position itself among these peers.
In evaluating the potential impact of this transfer, it is crucial to consider the liquidity and trading volume of Churchill VII's securities pre- and post-transfer. Nasdaq's reputation for a tech-savvy investor base could potentially lead to increased trading activity for Churchill VII, which may benefit existing and future shareholders by providing greater liquidity. Moreover, the anticipated business combination with CorpAcq Holdings Limited may further drive interest in Churchill VII's securities, as the combined entity will manage a sizable portfolio of businesses. This could attract a broader range of institutional investors seeking diversified exposure.
The transfer of Churchill VII's listing to Nasdaq is a non-operational event that typically does not have a direct impact on a company's underlying financial health. However, it is important to note that Churchill VII must maintain a minimum available cash threshold of $350 million, net of transaction fees, to ensure the closure of its business combination with CorpAcq Holdings Limited. This requirement underlines the importance of liquidity management and could be a critical factor in the success of the upcoming Transactions.
From a financial perspective, the anticipated business combination is of considerable significance. CorpAcq's portfolio of 42 businesses offers a diversification that can potentially spread risk and provide stability in revenue streams. The performance of these businesses post-merger will be a key determinant of the long-term financial health of the combined entity. Investors should closely monitor the effectiveness of CorpAcq's corporate compounding strategy, which hinges on acquiring and supporting founder-led businesses, as it will play a pivotal role in driving shareholder value.
The transfer of Churchill VII's listing to Nasdaq and the subsequent business combination with CorpAcq Holdings Limited are subject to regulatory approvals and customary closing conditions. The SEC's declaration of effectiveness regarding the Registration Statement is a critical legal step that must be taken before the Transactions can be finalized. This regulatory scrutiny ensures that all material information has been disclosed to shareholders, allowing them to make informed decisions.
Shareholders of Churchill VII should be aware that no action is required on their part concerning the transfer of the listing. This is a procedural aspect of corporate actions that does not typically necessitate shareholder intervention. However, they will need to vote on the approval of the business combination, which is a substantial decision affecting the future direction of the company. The legal processes involved in such Transactions are complex and require careful navigation to ensure compliance with both NYSE and Nasdaq regulations, as well as broader securities law.
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
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
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,
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
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
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,
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:
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Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII
FAQ
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