Churchill Capital Corp VII, CorpAcq agree to terminate business combination

Churchill Capital Corp VII, a publicly-traded special purpose acquisition company, and CorpAcq Holdings, a corporate compounder with a proven track record of acquiring and supporting founder-led businesses, announced that they have mutually agreed to terminate their previously announced 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.” 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. 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, Churchill will cease all operations except for the purpose of winding up, 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 the aggregate amount then on deposit in the trust account, including interest, by the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares, subject to applicable law, and 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. It is anticipated the last day that Churchill’s securities traded on the Nasdaq Global Market 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, 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.