Form 8-K - Current report

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): August 19, 2024 (August 18, 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)

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	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	CVII.U	New York Stock Exchange
Shares of Class A common stock	CVII	New York Stock Exchange
Warrants	CVII WS	New York Stock Exchange

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 1.02 Termination of a Material Definitive Agreement.

Merger Agreement

As previously disclosed, on August 1, 2023, Churchill Capital Corp VII, a Delaware corporation (“Churchill”), CorpAcq Group Plc (f/k/a Polaris Pubco Plc), a public limited company incorporated under the laws of England and Wales (“Pubco”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo, CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and the shareholders of CorpAcq party thereto entered into an agreement and plan of merger with respect to an initial business combination of Churchill and CorpAcq (as amended from time to time, the “Merger Agreement”).

On August 18, 2024, Churchill and CorpAcq entered into a Mutual Termination Agreement pursuant to which the Merger Agreement was terminated by the mutual consent of Churchill and CorpAcq, effective as of August 18, 2024. There are no early termination penalties incurred by Churchill or CorpAcq in connection with the termination of the Merger Agreement.

Sponsor Agreement

As previously disclosed, in connection with the execution of the Merger Agreement, on August 1, 2023, that certain letter, dated February 11, 2021, from Churchill Sponsor VII LLC (the “Sponsor”) and each of the individuals party thereto, each of whom is a member of Churchill’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to Churchill (the “A&R Sponsor Agreement”), was amended and restated. Pursuant to the Amended and Restated Sponsor Agreement, among other things, each of the Sponsor and the Insiders acknowledged that it, he or she has no right, title, interest or claim of any kind in or to any monies held in Churchill’s trust account or any other asset of Churchill as a result of any liquidation of Churchill with respect to the Class B common stock, par value $0.0001 per share of Churchill held by it, him or her and agreed to be bound to certain other obligations as described in the A&R Sponsor Agreement. The A&R Sponsor Agreement shall terminate upon the liquidation of Churchill (as described in Item 8.01 below); provided, however, that the indemnification provisions of the A&R Sponsor Agreement shall survive such liquidation for a period of six (6) years.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information under Item 8.01 regarding the delisting by Nasdaq Global Market (“Nasdaq”) is incorporated into this Item 3.01 by reference.

Item 8.01 Other Events.

As a result of the termination of the Merger Agreement, Churchill was unable to complete an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation, which ended on August 17, 2024. Pursuant to its Second Amended and Restated Certificate of Incorporation, Churchill must (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of its outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) 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 shares of Class A Common Stock, 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 Churchill 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 from time to time, to provide for claims of creditors and other requirements of applicable law.

On August 18, 2024, Churchill and CorpAcq issued a joint press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The last day of trading of the Class A Common Stock, warrants and units of Churchill on Nasdaq was August 16, 2024, and Nasdaq has filed a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. Churchill thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.

The information under Item 1.02 regarding the termination of the Merger Agreement is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

This Current Report may include, and oral statements made from time to time by representatives of Churchill may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to Churchill or Churchill’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Churchill’s management, as well as assumptions made by, and information currently available to, Churchill’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Churchill’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to Churchill or persons acting on Churchill’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Churchill, including those set forth in the Risk Factors section of Churchill’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 4, 2024. Churchill undertakes no obligation to update these statements for revisions or changes after the date of this Current Report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release, dated August 18, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHURCHILL CAPITAL CORP VII

Date: August 19, 2024	By:	/s/ Jay Taragin
		Name:	Jay Taragin
		Title:	Chief Financial Officer

Exhibit 99.1

Churchill Capital Corp VII and CorpAcq Mutually Agree to Terminate Business Combination

Churchill Announces Redemption of Public Shares

NEW YORK and ALTRINCHAM, England – August 18, 2024 – Churchill Capital Corp VII (“Churchill”) (Nasdaq: CVII), a publicly-traded special purpose acquisition company, and CorpAcq Holdings Limited (“CorpAcq”), a corporate compounder with a proven track record of acquiring and supporting founder-led businesses, today announced that they have mutually agreed to terminate their previously announced merger agreement (the “Merger Agreement”) due to IPO market conditions, effective today.

“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,” said 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,” said Simon Orange, Chairman and Founder of CorpAcq. “We are appreciative of the partnership with Churchill and their support throughout the process.”

Churchill Redemption Information

In view of the termination of the Merger Agreement, Churchill will not complete an initial business combination by August 17, 2024, being the deadline required by its Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"). Churchill intends to dissolve and liquidate the proceeds contained in the trust account in accordance with the provisions of its Certificate of Incorporation.

As stated in the Certificate of Incorporation, if Churchill will not complete an initial business combination by August 17, 2024 (or such earlier date as determined 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 from time to time, to provide for claims of creditors and other requirements of applicable law.

The per-share redemption price for the public shares will be approximately $10.84 (the “Redemption Amount”). It is anticipated the last day that Churchill’s securities traded on the Nasdaq Global Market (“Nasdaq”) was August 16, 2024. Effective as of the Termination Date, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to Churchill’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to Churchill’s warrants (including the private placement warrants owned by the Company’s sponsor), which will expire worthless.

Churchill’s sponsor has waived its redemption rights with respect to the outstanding shares of Class B common stock, par value $0.0001, of Churchill. After the Termination Date, Churchill shall cease all operations except for those required to wind up Churchill’s business.

Churchill expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the "SEC") to delist its securities and thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

About Churchill Capital VII

Churchill 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 43 companies (as of May 1, 2024) 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. The information included on, or accessible through, CorpAcq's website is not incorporated by reference into this communication.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of Churchill or CorpAcq may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to Churchill, CorpAcq or their respective management teams, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Churchill’s or CorpAcq’s management, as well as assumptions made by, and information currently available to, Churchill’s or CorpAcq’s management, as the case may be. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Churchill’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to Churchill or CorpAcq or persons acting on Churchill’s or CorpAcq’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Churchill or CorpAcq, including those set forth in the Risk Factors section of Churchill’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 4, 2024. Neither Churchill nor CorpAcq undertake an obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Churchill Capital Corp VII

Michael Landau

Gladstone Place Partners

(212) 230-5930

CorpAcq

Email: CorpAcqIR@icrinc.com

Cover	Aug. 18, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2024
Entity File Number	001-40051
Entity Registrant Name	Churchill Capital Corp VII
Entity Central Index Key	0001828248
Entity Tax Identification Number	85-3420354
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	640 Fifth Avenue,
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	380-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Units Each Consisting Of One Share Of Class A Common Stock Dollar 0. 0001 Par Valueand One Fifth Of One Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant
Trading Symbol	CVII.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	CVII
Security Exchange Name	NYSE
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	CVII WS
Security Exchange Name	NYSE