Churchill Capital Corp VII Announces Stockholder Approval of Extension and Final Redemption Numbers
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When evaluating the extension of the deadline for Churchill Capital Corp VII's initial business combination with CorpAcq Holdings Limited, several financial implications emerge. Firstly, the substantial amount of over $605 million remaining in the trust account post-redemption signals a strong vote of confidence from the shareholders, with 98% choosing not to redeem their shares. This retention rate is significantly higher than typical Special Purpose Acquisition Company (SPAC) transactions, where investor redemptions can sometimes lead to a substantial depletion of the trust account.
This financial buffer exceeds the minimum cash requirement for closing the business combination, indicating a robust financial position for Churchill VII. This surplus could provide additional flexibility for the merged entity, potentially funding growth initiatives or acting as a safeguard against unforeseen expenses. However, the extended timeline also introduces an element of uncertainty. Investors will be keenly observing the effective use of these funds and any strategic decisions made by the board during this period, which could impact the stock's performance leading up to the merger.
The market's reaction to Churchill VII's extension and the upcoming business combination with CorpAcq Holdings Limited can be influenced by various factors. CorpAcq Group Plc's positioning as a 'corporate compounder' with a diverse portfolio in resilient industries is an attractive proposition for investors seeking stability and growth. The emphasis on strong asset bases and high barriers to entry suggests that CorpAcq is well-positioned to maintain competitive advantages in its sectors.
However, the market will be closely monitoring the progress towards meeting the closing conditions, including the effectiveness of the Registration Statement by the SEC. Any delays or issues in this process could affect investor sentiment. Moreover, the broader economic context, including interest rate trends and market liquidity, will play a critical role in shaping investor expectations about the future performance of the combined entity.
The extension of the business combination deadline and the conditions for closing, including the SEC's declaration of effectiveness for the Registration Statement, outline a clear legal framework that Churchill VII and CorpAcq must navigate. The legal due diligence process, which encompasses regulatory approvals and ensuring compliance with all transaction-related legal requirements, is crucial for maintaining investor trust and avoiding potential legal setbacks that could derail the merger.
Furthermore, the condition that Churchill VII must have at least $350 million in available cash, net of transaction fees, at closing, underscores the importance of financial compliance and transparency. The legal teams will need to ensure that all financial disclosures in the Registration Statement are accurate and that the transaction adheres to all applicable securities laws to facilitate a smooth transition to a publicly-traded entity.
In Excess of
Churchill VII's stockholders overwhelmingly decided to retain their shares of Churchill VII class A common stock. After taking into account the redemptions of Churchill VII's stockholders in connection with the Special Meeting, Churchill VII has in excess of
CorpAcq's Business Combination with Churchill VII is expected to be completed in early 2024. Upon closing of the Business Combination, CorpAcq Group Plc will be a publicly-traded corporate compounder with a portfolio of 42 businesses (as of December 31, 2023) that have strong asset bases, operate in resilient industries with high barriers to entry, and generate strong growth and free cash flow.
Completion of the Business Combination is subject to approval by Churchill VII's stockholders, the registration statement on Form F-4 filed by CorpAcq Group Plc in respect of the Business Combination, as amended (the "Registration Statement") being declared effective by the
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 businesses successfully. CorpAcq is headquartered in the
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 Registration Statement 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.
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. Stockholders and warrantholders may also obtain a copy of the Registration Statement (and definitive proxy statement/prospectus, once available) 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,
Free copies of the Proxy Statement and other documents filed at the SEC may be obtained at the SEC's website located at www.sec.gov or by directing a written request to Churchill Capital Corp VII, 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, 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
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. 2 (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 January 22, 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.
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
FAQ
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