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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):
February 9, 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) |
(I.R.S.
Employer
Identification No.) |
640 Fifth Avenue, 12th Floor
New York, NY |
10019 |
| (Address of principal executive offices) |
(Zip Code) |
(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 1.01 Entry into a Material Definitive Agreement.
On February 9, 2024, Churchill Capital
Corp VII ( “Churchill VII”) and Churchill Sponsor VII LLC (the “Sponsor”) entered into an amendment to that certain
non-interest bearing, unsecured promissory note (as amended, the “Promissory Note”), issued by Churchill VII to the Sponsor
on May 16, 2023, pursuant to which the Sponsor has agreed to continue to make monthly deposits directly to the trust account (the “Trust
Account”) of $1 million per month (each deposit, a “Contribution”) on the terms described below.
Pursuant to the Promissory Note,
each Contribution will be paid monthly beginning on February 17, 2024 and thereafter on the seventeenth day of each month (or if such
seventeenth day is not a business day, on the business day immediately preceding such seventeenth day) until the earliest to occur of
(i) August 15, 2024, (ii) the consummation of an initial business combination, and (iii) if an initial business combination are not consummated,
the date on which Churchill VII’s board of directors (the “Board”) determines, in its sole discretion, to liquidate
the Trust Account. The Promissory Note will mature on the earlier of (1) the date Churchill VII consummates an initial business combination
and (2) the date that the winding up of Churchill VII is effective (such date, the “Maturity Date”). The Promissory Note will
not bear any interest, and will be repayable by Churchill VII to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated
upon the occurrence of an “Event of Default” (as defined in the Promissory Note). Any outstanding principal under the Promissory
Note may be prepaid at any time by Churchill VII, at its election and without penalty.
The foregoing description of the
Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under
Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.03 to the
extent required herein.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced at the
special meeting of the stockholders of Churchill VII held on February 8, 2024 (the “Special Meeting”), stockholders of Churchill
VII approved an amendment to Churchill VII’s amended and restated certificate of incorporation (the “Charter Amendment”)
to (i) extend the date by which Churchill VII has to consummate the Transactions from February 17, 2024 to August 17, 2024 (or such earlier
date as determined by the Board) (the “Extension Amendment Proposal”) and (ii) to provide for the rights of holders of Churchill
VII’s Class B common stock (“Class B Common Stock”) to convert their shares of Class B Common Stock into shares of Churchill
VII’s Class A common stock (“Class A Common Stock”) on a one-to-one basis at any time and from time to time at the election
of the holder.
Churchill VII filed the Charter
Amendment with the Secretary of State of Delaware on February 9, 2024. The foregoing description of the Charter Amendment does not purport
to be complete and is qualified in its entirety by reference to Exhibit 3.1 which is incorporated herein by reference.
The purpose of the Charter Amendment
is to allow Churchill VII additional time to complete Churchill’s initial business combination with CorpAcq Holdings Limited (“CorpAcq”
and such business combination and the other transactions contemplated thereby, the “Transactions”) (or any other initial business
combination), if necessary. Churchill VII intends to consummate the Transactions as soon as possible.
Item 8.01. Other Events.
The information disclosed under Item
5.03 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
Redemptions
In connection with the vote to approve
the proposal to adopt the Charter Amendment at the Special Meeting, holders of 951,810 shares of Class A Common Stock exercised their
right to redeem their shares for cash at a redemption price of approximately $10.61 per share, for a total aggregate redemption amount
of approximately $10 million. As a result, approximately $10 million will be removed from the Trust Account to redeem such shares and
57,064,261 shares of Class A Common Stock will remain outstanding after the redemption has been effected. Upon payment of the redemption,
approximately $605 million will remain in the Trust Account prior to any additional Contributions made by the Sponsor pursuant to the
Promissory Note following the effectiveness of the Charter Amendment.
Press Release
Churchill VII also issued the press
released attached hereto as Exhibit 99.1 in connection with Churchill VII’s stockholders’ approval of the Extension Amendment
Proposal at the Special Meeting.
Additional Information and Where to Find It
This Current Report 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 on Form F-4 filed by CorpAcq Group Plc
on November 17, 2023 (including amendments thereto, the “Registration Statement”) with the U.S. Securities and Exchange
Commission (the "SEC") 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.
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 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. Stockholders and warrantholders may also obtain a copy of the Registration Statement
(and definitive proxy statement/prospectus, once available), and 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.
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, 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 in this Current Report 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 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 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
Registration Statement and Amendment No. 2 to the Registration Statement filed with the SEC on January 26, 2024 (“Amendment
No. 2”), 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 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, New York, NY 10019. Additional information regarding the participants in the proxy solicitation and a description
of their respective direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the offer
of 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 information becomes available.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 12, 2024
| |
CHURCHILL CAPITAL CORP VII |
| |
|
| |
By: |
/s/ Jay Taragin |
| |
Name: |
Jay Taragin |
| |
Title: |
Chief Financial Officer |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CHURCHILL CAPITAL CORP VII
Pursuant to Section 242 of
the
Delaware General Corporation
Law
1. The
undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP VII (the “Corporation”), a corporation existing under
the laws of the State of Delaware, does hereby certify as follows:
2. The
name of the Corporation is Churchill Capital Corp VII.
3. The
Corporation’s original certificate of incorporation was filed in the office of the Secretary of State of the State of Delaware on
October 9, 2020. The Corporation’s Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of
State of the State of Delaware on February 12, 2021 and was subsequently amended by the filing of the first certificate of amendment on
May 16, 2023 with the Secretary of State of Delaware (as amended, the “Amended and Restated Certificate of Incorporation”).
4. This
Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the
Corporation.
5. This
Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted by the affirmative vote of (1) the holders of
at least 65% of the outstanding shares of Common Stock, voting together as a single class, in regards to amendment to Section 9.1(b) and
(2) both (x) a majority of the holders of the outstanding shares of Common Stock voting together as a single class, and (y) a majority
of the outstanding Class B Common Stock voting separately as a single class in regards to the amendment to Section 4.3(b)(i), each in
accordance with the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of the General Corporation Law
of the State of Delaware (the “DGCL”).
6. The
text of Section 4.3(b)(i) of Article IV is hereby amended and restated in full to read as follows:
“Shares of Class B Common Stock shall be
convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) either (A) at any
time at the election of holder of such shares of Class B Common Stock or (B) automatically on the closing of the Business Combination.”
7. The
text of Section 9.1(b) of Article IX is hereby amended and restated in full to read as follows:
“Immediately after the Offering, a certain
amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’
over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 8, 2021, as amended (the “Registration
Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public
Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the amounts withdrawn
to fund the Corporation’s working capital requirements, to the extent set forth in the Registration Statement, and/or to pay the
Corporation’s taxes (“Permitted Withdrawals”), none of the funds held in the Trust Account (including the interest earned
on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the
initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete
its initial Business Combination by August 17, 2024 (or such earlier date as determined by the Board) (the “Completion Window”)
or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate as
described in Section 9.7. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering
Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether
or not such holders are affiliates or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to
herein as “Public Stockholders.”
IN WITNESS WHEREOF, I have signed this Amendment
to the Amended and Restated Certificate of Incorporation this 9th day of February, 2024.
| |
CHURCHILL CAPITAL CORP VII |
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|
| |
By: |
/s/ Jay Taragin |
| |
Name: Jay Taragin |
| |
Title: Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO PROMISSORY
NOTE
THIS AMENDMENT TO PROMISSORY
NOTE (this “Amendment”), dated as of February 9, 2024, is by and between Churchill Capital Corp VII, a Delaware
corporation ( “Maker”), and Churchill Sponsor VII LLC, a Delaware limited liability company (“Payee”).
RECITALS
WHEREAS, Maker and
Payee are parties to that certain Promissory Note, dated as of May 16, 2023 (the “Promissory Note”);
WHEREAS, capitalized
terms used herein but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Promissory Note;
WHEREAS, Maker and
Payee desire to amend the Promissory Note, pursuant to Section 13 thereunder, to (1) extend the term of the Promissory Note from February
15, 2024 until August 15, 2024, and (2) increase the principal amount payable under the Promissory Note from up to $9,000,000 to up to
$15,000,000; and
WHEREAS, all acts and
things have been done and performed which are necessary to authorize the execution and delivery of this Amendment.
NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
AGREEMENT
1. AMENDMENT.
The preamble of
the Promissory Note shall be amended and restated to read as follows:
“Principal Amount: Up to $15,000,000
Churchill Capital Corp VII, a Delaware corporation
and blank check company (“Maker”), promises to pay to the order of Churchill Sponsor VII LLC or its registered assigns or
successors in interest (“Payee”), or order, the unpaid Principal Amount (as defined herein) of up to Fifteen Million Dollars
($15,000,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note
shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may
from time to time designate by written notice in accordance with the provisions of this Note.”
Section 3 of the Promissory Note shall
be amended and restated to read as follows:
“3. Drawdowns;
Register. Beginning on May 17, 2023, and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business
day, on the business day immediately preceding such seventeenth day) until the earliest to occur of: (i) August 15, 2024 (ii) the consummation
of the Business Combination; and (iii) if the Business Combination is not consummated, the date on which the Maker’s board of directors
determines, in its sole discretion, to liquidate the Maker’s Trust Account (as defined in Maker’s Certificate of Incorporation),
Payee shall advance directly to the Trust Account $1,000,000 (each, an “Advance” and the sum of all Advances, the “Principal
Amount”). Maker shall maintain a register reflecting each Advance and any prepayment of all or a portion of the Principal Amount
outstanding under this Note for purposes of recording the aggregate unpaid Principal Amount of this Note outstanding at any time.”
2.
MISCELLANEOUS PROVISIONS.
2.1
Effect of Amendment. This Amendment shall be effective as of the date first written above. For the avoidance of any
doubt, all references: (a) in the Promissory Note to “this Note” and (b) to the Promissory Note in any other agreements, exhibits
and schedules will, in each case, be deemed to be references to the Promissory Note as amended by this Amendment. Except as amended hereby,
the Promissory Note will continue in full force and effect and shall be otherwise unaffected hereby. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors and assigns.
2.2
Entire Agreement. This Amendment and the Promissory Note, as modified by this Amendment, constitutes the entire understanding
of the parties hereto and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or
oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises
and commitments are hereby canceled and terminated.
[Remainder of page intentionally left blank.]
IN WITNESS
WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.
| |
CHURCHILL CAPITAL CORP VII |
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|
| |
|
| |
By: |
/s/ Jay Taragin |
| |
Name: Jay Taragin |
| |
Title: Chief Financial Officer |
| |
|
| |
|
| |
CHURCHILL SPONSOR VII LLC |
| |
|
| |
|
| |
By: |
/s/ Jay Taragin |
| |
Name: Jay Taragin |
| |
Title: Chief Financial Officer |
[Signature Page to Amendment to Promissory Note]
Exhibit 99.1
Churchill Capital Corp VII Announces Stockholder
Approval of Extension and Final Redemption Numbers
In Excess of $605 Million Remains in Churchill VII’s Trust Account after Stockholder Redemptions relating to the Extension
NEW YORK, February 12, 2024 – Churchill Capital Corp VII ("Churchill
VII") (NASDAQ: CVII) announced today that in a special meeting of its stockholders (“Special Meeting”), Churchill VII’s
stockholders voted to approve a proposal to amend Churchill VII’s certificate of incorporation and extend the date by which Churchill
VII is required to consummate its initial business combination (the “Business Combination”) with CorpAcq Holdings Limited
("CorpAcq") from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the board of directors of Churchill
VII). All other proposals were also approved with overwhelming support from Churchill VII’s stockholders.
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 $605 million remaining in its trust account. This amount is currently
in excess of the required available cash at the closing of the Business Combination. Stockholders representing 98% of Churchill VII’s
class A common stock retained their shares, leaving a total of 57 million shares of Churchill VII’s class A common stock outstanding.
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 U.S. Securities and Exchange Commission (the “SEC”),
Churchill VII having available cash at the closing of the Business Combination of at least $350 million, net of transaction fees, and
other customary closing conditions.
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 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 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, New York, NY 10019.
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, 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 Registration Statement and Amendment No. 2 to the Registration Statement filed with the SEC on January 26, 2024
(“Amendment No. 2”), 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 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, New York, NY 10019. Additional information regarding the participants in the proxy solicitation and a description
of their respective direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the offer
of 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 information becomes available.
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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Churchill Capital Corp VII (NYSE:CVII)
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