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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2024 (May 13, 2024)
Churchill
Capital Corp VII
(Exact name of registrant as specified in its charter)
Delaware |
001-40051 |
85-3420354 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
640 Fifth Avenue 12th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (212) 380-7500
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol (s) |
|
Name of each exchange on
which registered |
|
|
|
|
|
Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant |
|
CVIIU |
|
Nasdaq
Global Market |
|
|
|
|
|
Shares
of Class A common stock |
|
CVII |
|
Nasdaq Global Market |
|
|
|
|
|
Warrants |
|
CVIIW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Churchill
Capital Corp VII (“Churchill VII”) received a determination from the Nasdaq Lising Qualification Department on March 1, 2024,
indicating that since Churchill VII had not completed its initial business combination by February 11, 2024, it had failed to comply with
Nasdaq Listing Rule IM-5101-2 and, therefore, would be subject to delisting from The Nasdaq Stock Market LLC (“Nasdaq”). On
March 8, 2024, Churchill VII requested a hearing to appeal the determination, and the hearing was held on May 2, 2024.
On May 13, 2024, Churchill
VII received written notice from the Hearing Panel of Nasdaq granting Churchill VII’s request for continued listing on Nasdaq, subject
to Churchill VII demonstrating compliance with the Nasdaq Global Market’s initial listing requirements, as specified by Nasdaq Listing
Rule 5405, on or before August 17, 2024.
Item 8.01 Other Events.
Churchill VII previously announced on March 22,
2024 that (a) the special meeting of Churchill VII’s stockholders to approve the business combination (the “Business Combination”)
with CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq”) and
other related matters (the “Churchill Stockholder Special Meeting”) would be held on May 21, 2024, at 10:00 A.M. Eastern Time
with a record date of March 27, 2024, and (b) the special meeting of Churchill VII’s warrantholders to approve an amendment to the
existing warrant agreement that governs Churchill VII’s outstanding warrants and related matters (the “Churchill Warrantholder
Meeting”) would be held on May 21, 2024, at 10:30 A.M. Eastern Time with a record date of March 27, 2024. Churchill VII intends
to establish a new date and time for each of the Churchill Stockholder Special Meeting and Churchill Warrantholder Meeting, as well as
a new record date for each such meeting. The revised time and date for each of the Churchill Stockholder Special Meeting and Churchill
Warrantholder Meeting will be disclosed in the definitive proxy statement/prospectus included in the Post-Effective Amendment (as defined
below).
Additional Information and Where to Find It
This Current Report does not contain all the information
that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination.
Prior to the Churchill Stockholder Special Meeting
and Churchill Warrantholder Meeting, CorpAcq Group Plc (“CorpAcq Group Plc”), a public limited company incorporated under
the laws of England and Wales, intends to file with the U.S. Securities and Exchange Commission (the “SEC”), and make available
to Churchill VII’s stockholders, a post-effective amendment to the Registration Statement on Form F-4 of CorpAcq Group Plc that
was initially filed with the SEC on November 17, 2023, as amended (the “Registration Statement,” and such amendment, the “Post-Effective
Amendment”).
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, including the Post-Effective Amendment and the proxy statement/prospectus, in connection with Churchill VII’s
solicitation of proxies for the Churchill Stockholder Special Meeting and the Churchill Warrantholder Meeting, as well as other documents
filed with the SEC by Churchill VII or CorpAcq Group Plc in connection with the Business Combination and any amendments thereto, as these
documents will contain important information about CorpAcq, CorpAcq Group Plc, Churchill VII and the Business Combination.
Churchill VII will mail the definitive proxy statement/prospectus
and other relevant documents to its stockholders and warrantholders as of the record date in respect of the Churchill Stockholder Special
Meeting. Stockholders and warrantholders may also obtain a copy of the Registration Statement, the Post-Effective Amendment (once that
document is available) and the proxy statement/prospectus, 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 Current Report 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 are based on various assumptions, whether or not identified
in this Current Report, 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 Current Report 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 Current Report 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 Business Combination, 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 Business Combination, or the expected benefits of the Business
Combination 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 Business Combination; the outcome of any legal proceedings
that may be instituted against CorpAcq or Churchill VII; failure to realize the anticipated benefits of the Business Combination; risks
relating to the uncertainty of the projected financial information with respect to CorpAcq; 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 Business Combination
or in the future; those factors discussed in under the heading “Risk Factors” in the Registration Statement and Amendment
No. 5 to the Registration Statement filed with the SEC on March 6, 2024 (“Amendment No. 5”), 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 Current Report. 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 Current Report.
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 Current Report 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 Current Report 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, the
Sponsor 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 Business Combination. 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. 5 (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 April 1, 2024 (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, November 9, 2023 and May 3, 2024 (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 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 Business Combination,
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, including the Registration Statement, the Post-Effective Amendment
(once that document is available) and the 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 Business Combination before making
any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2024
|
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Churchill Capital Corpor... (NASDAQ:CVIIW)
Historical Stock Chart
From May 2024 to Jun 2024
Churchill Capital Corpor... (NASDAQ:CVIIW)
Historical Stock Chart
From Jun 2023 to Jun 2024