Churchill Capital Corp VII and CorpAcq Mutually Comply with Terminate Enterprise Mixture By Investing.com

Churchill Broadcasts Redemption of Public Shares

NEW YORK and ALTRINCHAM, England, Aug. 18, 2024 /PRNewswire/ — Churchill Capital Corp VII (“Churchill”) (Nasdaq: CVII), a publicly-traded particular objective acquisition firm, and CorpAcq Holdings Restricted (“CorpAcq“), a company compounder with a confirmed monitor document of buying and supporting founder-led companies, as we speak introduced that they’ve mutually agreed to terminate their beforehand introduced merger settlement (the “Merger Agreement”) as a result of IPO market circumstances, efficient as we speak.

“While market conditions are not favorable today for the public listing of CorpAcq through our proposed merger, we continue to believe in the strong fundamentals and growth prospects of the Company,” mentioned Michael S. Klein, Chairman and CEO of Churchill VII. “We thank the Churchill and CorpAcq teams for their efforts and for providing this unique opportunity to our investors.”  

“I am very proud of the tremendous business that the CorpAcq team has built, and I am confident in the company’s future growth opportunities,” mentioned Simon Orange, Chairman and Founding father of CorpAcq. “We are appreciative of the partnership with Churchill and their support throughout the process.”

Churchill Redemption Info

In view of the termination of the Merger Settlement, Churchill is not going to full an preliminary enterprise mixture by August 17, 2024, being the deadline required by its Amended and Restated Certificates of Incorporation (as amended, the “Certificate of Incorporation”). Churchill intends to dissolve and liquidate the proceeds contained within the belief account in accordance with the provisions of its Certificates of Incorporation.

As acknowledged within the Certificates of Incorporation, if Churchill is not going to full an preliminary enterprise mixture by August 17, 2024 (or such earlier date as decided by the Board) (“the “Termination Date”), Churchill will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest (net of amounts withdrawn as permitted withdrawals and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to Churchill’s obligations under the General Corporation Law of the State of Delaware, as amended every now and then, to supply for claims of collectors and different necessities of relevant legislation.

The per-share redemption value for the general public shares can be roughly $10.84 (the “Redemption Amount”). It’s anticipated the final day that Churchill’s securities traded on the Nasdaq International Market (“Nasdaq”) was August 16, 2024. Efficient as of the Termination Date, the general public shares can be deemed cancelled and can characterize solely the proper to obtain the Redemption Quantity.

The Redemption Quantity can be payable to the holders of the general public shares upon presentation of their respective inventory or unit certificates or different supply of their shares or models to Churchill’s switch agent, Continental Inventory Switch & Belief Firm. Useful homeowners of public shares held in “street name,” nevertheless, is not going to have to take any motion in an effort to obtain the Redemption Quantity.

There can be no redemption rights or liquidating distributions with respect to Churchill’s warrants (together with the personal placement warrants owned by the Firm’s sponsor), which is able to expire nugatory.

Churchill’s sponsor has waived its redemption rights with respect to the excellent shares of Class B frequent inventory, par worth $0.0001, of Churchill. After the Termination Date, Churchill shall stop all operations apart from these required to wind up Churchill’s enterprise.

Churchill expects that Nasdaq will file a Kind 25 with the United States Securities and Change Fee (the “SEC“) to delist its securities and thereafter expects to file a Kind 15 with the SEC to terminate the registration of its securities below the Securities Change Act of 1934, as amended.

About Churchill Capital VII

Churchill VII was fashioned for the aim of effecting a merger, capital inventory change, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies.

About CorpAcq Holdings Restricted

CorpAcq is a company compounder based in 2006 with deep business expertise and a diversified portfolio of 43 corporations (as of Might 1, 2024) throughout a number of massive industries. CorpAcq has a monitor document of unlocking enterprise potential and long-term progress for small and medium-sized enterprises by its established M&A playbook and decentralized operational strategy. CorpAcq’s government group develops shut relationships with their subsidiaries’ administration to assist them with monetary and strategic experience whereas permitting them to retain independence to proceed to function their companies efficiently. CorpAcq is headquartered within the United Kingdom. The knowledge included on, or accessible by, CorpAcq’s web site shouldn’t be integrated by reference into this communication.

Ahead-Wanting Statements

This press launch might embrace, and oral statements made every now and then by representatives of Churchill  or CorpAcq might embrace, “forward-looking statements” throughout the that means of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Change Act of 1934, as amended. Statements relating to doable enterprise mixtures and the financing thereof, and associated issues, in addition to all different statements apart from statements of historic reality included on this press launch are forward-looking statements. When used on this press launch, phrases akin to “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and comparable expressions, as they relate to Churchill, CorpAcq or their respective  administration groups, establish forward-looking statements. Such forward-looking statements are primarily based on the beliefs of Churchill’s or CorpAcq’s administration, in addition to assumptions made by, and data at present out there to, Churchill’s or CorpAcq’s administration, because the case could also be. Precise outcomes might differ materially from these contemplated by the forward-looking statements on account of sure components detailed in Churchill’s filings with the Fee. All subsequent written or oral forward-looking statements attributable to Churchill or CorpAcq or individuals appearing on Churchill’s or CorpAcq’s behalf are certified of their entirety by this paragraph. Ahead-looking statements are topic to quite a few circumstances, a lot of that are past the management of Churchill or CorpAcq, together with these set forth within the Danger Elements part of Churchill’s annual report on Kind 10-Okay for the fiscal yr ended December 31, 2023, filed with the Fee on April 4, 2024. Neither Churchill nor CorpAcq undertake an obligation to replace these statements for revisions or modifications after the date of this launch, besides as required by legislation.

Contacts

Churchill Capital Corp VII
Michael LandauGladstone Place Companions
(212) 230-5930

CorpAcq
E mail:  CorpAcqIR@icrinc.com