Filed by CorpAcq Group Plc pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Churchill Capital Corp VII
Commission File No.: 001-40051
The following information was furnished with the Securities and Exchange Commission on August 5, 2024 by Churchill Capital Corp VII on
Form 8-K (Item 7.01 Regulation FD):
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”, and from and after the closing of the Business Combination
(as defined below), the “Post-Combination Company”), NorthSky Merger Sub, Inc., a Delaware corporation and direct,
wholly owned subsidiary of PubCo (“Merger Sub”), 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 (“BermudaCo”) and the shareholders of CorpAcq party thereto (the “Sellers”)
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”). Pursuant to the Merger Agreement, among other things, in connection with the
closing of the transactions contemplated by the Merger Agreement and the other transaction documents (the “Closing”,
and such transactions together, including the Merger (as defined below), the “Business Combination”) Merger Sub will
merge with and into Churchill, pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a
subsidiary of PubCo (the “Merger”, and the effective time of the Merger, the “Effective Time”).
On November 17, 2023, PubCo filed a registration statement on
Form F-4 (File no. 333-275613) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the Business Combination. On June 20, 2024, Churchill and PubCo each
filed a definitive proxy statement/prospectus (the “Definitive Proxy Statement”) in connection with (i) a special
meeting of Churchill’s stockholders (the “Stockholder Special Meeting”) to consider and vote on, among other
proposals, a proposal to adopt the Merger Agreement and approve the Business Combination and (ii) a meeting of Churchill’s
public warrantholders (the “Warrant Holder Meeting”) to consider and vote on, among other proposals, a proposal to
amend the existing warrant agreement that governs all of Churchill’s outstanding warrants (the “Warrant Amendment Proposal”).
On July 25, 2024, Churchill adjourned the Stockholder Special
Meeting and Warrant Holder Meeting. The Stockholder Special Meeting and Warrant Holder Meeting will reconvene on August 12, 2024,
at 10:00 A.M., Eastern Time and 10:30 A.M., Eastern Time, respectively.
So that stockholders will have sufficient time to evaluate the additional
information set forth in this Current Report, the deadline for Churchill stockholders to elect redemption of their shares of Churchill
Class A Common Stock in connection with the Business Combination (the “Churchill Stockholder Redemption”) has
been extended until 5:00 P.M., Eastern Time on August 9, 2024.
Churchill is providing additional information to its stockholders and
warrant holders as described in this Current Report on Form 8-K. These disclosures should be read in connection with the Definitive
Proxy Statement, which should be read in its entirety.
These disclosures are being made available to Churchill’s stockholders
and warrantholders for informational purposes only. If you have already returned your proxy card, or voted by other means, you do not
need to take any action unless you wish to change your vote. If you have already submitted your proxy for the Stockholder Special Meeting
and/or the Warrant Holder Meeting and wish to revoke or change your vote, you may do so at any time before your proxy is exercised by
submitting a later-dated proxy or written revocation to the secretary of Churchill mailed to: Churchill Capital Corp VII, 640 Fifth Avenue,
12th Floor, New York, NY 10019, or by attending the Stockholder Special Meeting and/or the Warrant Holder Meeting and revoking your proxy
and voting at that time. Votes submitted by mail must be received by 11:59 pm on August 9, 2024.
Defined terms used but not defined herein have the meanings set forth
in Exhibit 99.1.
Non-Redemption Agreements, Ordinary Shares Subscription Agreements
and Sponsor Ordinary Shares Subscription Agreements
In connection with the Business Combination, prior to the
Closing, PubCo, CorpAcq and Churchill are seeking to enter into (a) certain non-redemption and subscription agreements (the
“Non-Redemption Agreements”) with certain Churchill stockholders (the
“Committed Stockholders”), (b) certain ordinary shares subscription
agreements (the “Ordinary Shares Subscription Agreements”) with certain
Churchill stockholders and other persons (collectively, the “PIPE
Investors”, and the PIPE Investors and the Committed Stockholders, together, the “Investors”),
to secure an aggregate amount of funds in the Trust Account subject to Non-Redemption Shares and the PIPE Subscription Purchase
Price (each, as defined below) in the range of approximately $350,000,000 to $500,000,000 or more as further described below and/or
(c) an ordinary shares subscription agreement (the “Sponsor Ordinary Shares
Subscription Agreements”) with Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”).
Non-Redemption Agreements
Pursuant to the anticipated terms of the Non-Redemption Agreements,
the Committed Stockholders would agree, subject to the terms and conditions thereof:
| · | not to (i) sell, pledge, dispose of or otherwise transfer prior to the Closing a designated number of shares of Churchill’s
Class A common stock, par value $0.0001 per share (“Churchill Class A Common Stock”) that such Committed
Stockholders beneficially owned as of the date such Committed Stockholders entered into such Non-Redemption Agreement (the “Non-Redemption
Shares”), and (ii) exercise any redemption rights that such Committed Stockholders may have in respect of their Non-Redemption
Shares pursuant to the organizational documents of Churchill in connection with the Business Combination; and |
| · | to subscribe for and
purchase from the Post-Combination Company (such subscription, the “Non-Redemption Incentive Subscription”, and together
with clauses (i) and (ii) above, the “Non-Redemption”): a number of ordinary A1 shares, par value $0.001 per share of the Post-Combination
Company (the “Post-Combination Company Ordinary A1 Shares”) equal to the number of Non-Redemption Shares with respect
to each Committed Stockholder, multiplied by a to-be-determined fraction and rounded down to the nearest whole number (the “Non-Redemption
Incentive Shares”), in consideration for the payment, by Churchill on their behalf to the Post-Combination Company, of a purchase
price of $0.001 per Non-Redemption Incentive Share; provided however, in no event will the aggregate maximum Incentive Shares (as defined
below) exceed 15 million. |
Ordinary Shares Subscription Agreements
Pursuant to the anticipated terms of the Ordinary Shares Subscription
Agreements, the PIPE Investors would agree, subject to the terms and conditions thereof, to subscribe for and purchase from the Post-Combination
Company (such subscription, the “PIPE Investment”):
| · | Post-Combination Company Ordinary A1 Shares (the “Ordinary Subscribed
Shares”), in consideration for the payment, by the PIPE Investors to the Post-Combination Company, of a
to-be-determined purchase price per Post Combination Company Ordinary A1 Share (such aggregate amount, the “PIPE
Subscription Purchase Price”); and |
| · | a number of Post-Combination Company Ordinary A1 Shares equal to the number of Ordinary Subscribed Shares with respect to each
PIPE Investor, multiplied by a to-be-determined fraction and rounded down to the nearest whole number (the “Ordinary
Incentive Shares” and, together with the Ordinary Subscribed Shares, the “PIPE
Shares” and the Ordinary Incentive Shares together with the Non-Redemption Incentive Shares, the “Incentive
Shares”), in consideration for the payment, by Churchill on their behalf to the Post-Combination Company, of a purchase
price of $0.001 per Ordinary Incentive Share; provided however, in no event will the aggregate maximum Incentive Shares exceed 15 million. |
Sponsor Ordinary Shares Subscription Agreements
Pursuant to the anticipated terms of the Sponsor Ordinary Shares Subscription
Agreement, Sponsor (or its affiliates) would agree, subject to the terms and conditions thereof, to subscribe for and purchase from
the Post-Combination Company (such subscription, the “Sponsor Investment”), a number of Post-Combination Company Ordinary
A1 Shares (the “Sponsor Ordinary Subscribed Shares”), for a purchase price of $15 million in the aggregate (the “Sponsor
Subscription Purchase Price”), on terms no more favorable than those on which the PIPE Investors will participate in the PIPE
Investment. However, Sponsor (or its affiliates) will not receive any Incentive Shares in connection with the Sponsor Investment, and
the Sponsor Ordinary Subscribed Shares will be subject to lock-up restrictions.
PubCo, CorpAcq and Churchill are seeking to enter into
Non-Redemption Agreements and Ordinary Shares Subscription Agreements with Investors to secure an aggregate amount of funds in the
Trust Account subject to Non-Redemption Shares and the PIPE Subscription Purchase Price in the range of approximately $350,000,000
to $500,000,000 or more, pursuant to which an aggregate maximum of 15 million Incentive Shares will be issued. As of the date of
this Current Report on Form 8-K, no such definitive agreements have been executed. Unless otherwise specified, the levels of
holdings of Post-Combination Company's securities, average purchase price per share, net cash per share, economic and voting
ownership percentages and beneficial ownership information set forth in this Current Report on Form 8-K are for illustrative
purposes only and assumes (i) the purchase price per Ordinary Subscribed Share is $10.00 per Post Combination Company Ordinary A1
Share, (ii) an aggregate PIPE Subscription Purchase Price of $350,000,000, (iii) 1.5 million Sponsor Ordinary Subscribed Shares are
issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000, (iv) no pro rata reduction in the number of Incentive
Shares issued in the event that the aggregate PIPE Subscription Purchase Price is less than $350,000,000, (v) that no
Non-Redemption Agreements are entered into and (vi) the maximum Additional Sponsor Forfeiture (as defined below) of 9,000,000 shares. The above terms of the Non-Redemption, PIPE Investment and Sponsor Investment have been
provided for illustrative purposes only and included for purposes of providing the analyses included in this Current Report. There
can be no assurances that the parties will enter into agreements in respect of the Non-Redemption, PIPE Investment and/or Sponsor
Investment for the anticipated amounts or any amount or that such arrangements will not be entered into on other terms.
Based on the assumptions stated above, the average purchase price per
Post-Combination Company Ordinary A1 Share to be paid by PIPE Investors is approximately $7.00 per share (calculated as (i) the aggregate
PIPE Subscription Purchase Price of $350,000,000, divided by (ii) the sum of (a) 35 million Ordinary Subscribed Shares, plus (b)
15 million Incentive Shares), and the average purchase price per Post-Combination Company Ordinary A1 Share to be paid by Sponsor (or
its affiliates)) in the Sponsor Investment is $10.00 per share.
Based on the assumptions stated above, in the event that the maximum 15 million Incentive Shares are issued
but the aggregate PIPE Subscription Purchase Price is greater or less than $350,000,000, then the per share purchase price paid by the
PIPE Investors will be correspondingly higher or lower, respectively.
The offer and sale of the Ordinary Subscribed Shares, Incentive Shares
and Sponsor Ordinary Subscribed Shares pursuant to any Non-Redemption Agreements, Ordinary Shares Subscription Agreements and/or Sponsor
Ordinary Shares Subscription Agreement will be made in compliance with all applicable securities laws, including Regulation M under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The offer and sale of the Ordinary Subscribed Shares,
Incentive Shares and Sponsor Ordinary Subscribed Shares will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder. The Investors that will participate in the Non-Redemption and/or the PIPE Investment will be Churchill stockholders
or other persons, each of whom will either have a pre-existing substantial relationship with Churchill or the placement agent engaged
for the potential equity financing or have participated or will participate in discussions with respect to such arrangement prior to the
date hereof.
Additional Sponsor Forfeiture
In the event that, PubCo, CorpAcq and Churchill enter into Non-Redemption
Agreements and/or Ordinary Shares Subscription Agreements, the parties intend to amend the Merger Agreement and that certain letter agreement,
dated as of August 1, 2023, from the Sponsor and certain individuals, each of whom is a member of Churchill’s board of directors
and/or management team, to Churchill and CorpAcq Group Plc to:
| · | increase the Sponsor’s forfeiture in connection with the Business Combination by an aggregate of up to 9,000,000 shares of Class B
common stock, par value $0.0001 per share, of Churchill (“Founder Shares”), such that the Sponsor will receive, in
connection with the Business Combination, up to 9,000,000 in the aggregate fewer Exchangeable Units (consisting of Exchangeable Units
with BermudaCo Series B-2 Shares together with Post-Combination Company B Shares or BermudaCo Series B-3 Shares together with
Post-Combination Company B Shares, which will be unvested at issuance and will vest at such time as the closing price per share of the
Post-Combination Company Ordinary A1 Shares exceeds $11.50 or $15.00, respectively, for five trading days within any 180 consecutive trading
day period on or before five years after the Closing date, or otherwise pursuant to that certain amended and restated sponsor agreement
entered into between Churchill and PubCo dated August 1, 2023 (as it may be amended from time to time, the (“Sponsor Agreement”)));
and |
| · | increase the shares to be issued to CorpAcq shareholders in the Business Combination by an aggregate of up to 9,000,000 shares, such
that CorpAcq shareholders will receive, in connection with the CorpAcq Sale or Drag Along Sale, up to an additional 9,000,000 in the aggregate
Post-Combination Company Ordinary Shares (consisting of Post-Combination Company Ordinary A-2 Shares and Post-Combination Company Ordinary
A-3 Shares, which will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company
Ordinary A1 Shares exceeds $11.50 or $15.00, respectively, for five trading days within any 180 consecutive trading day period on or before
five years after the Closing date, or otherwise pursuant to the Merger Agreement), in each case, in the same portions as the reduction
in the Base Vesting Shares and the Earn-Out Vesting Shares, respectively (such changes collectively, in each case up to a maximum of 9,000,000
shares, the “Additional Sponsor Forfeiture”). |
Delivered Capital Amount and Minimum Cash Condition
As described in the Definitive Proxy Statement, the Merger Agreement
provides that the obligations of CorpAcq, PubCo, Merger Sub and BermudaCo to consummate the Closing is conditioned on, among other things,
satisfaction of the condition that (i) all available cash and cash equivalents of Churchill, including all amounts in the trust account
of Churchill (“Trust Account”) (net of Churchill Stockholder Redemptions) and any qualifying cash or cash equivalents
delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing, including in connection
with certain types of qualifying capital raising transactions minus (ii) the Transaction Expenses (as defined in the Merger
Agreement) is no less than $350,000,000 (the “Minimum Cash Condition”). Pursuant to the Merger Agreement and the Sponsor
Agreement, the number of Founder Shares to be forfeited by the Sponsor pursuant to the Sponsor Agreement (“Retirement Founder
Shares”), BermudaCo Redeemable Shares, Closing Seller Cash Consideration, Closing Seller Share Consideration and the number
of Earnout Shares will be determined based on the Delivered Capital Amount. The Delivered Capital Amount includes cash or cash equivalents
delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain qualifying capital
raising transactions (whether debt, equity or otherwise) consummated following the date of the Merger Agreement through and including
the day that is 30 days following the Closing.
In addition to the Non-Redemption Agreements, Ordinary Share Subscription
Agreements and Sponsor Ordinary Shares Subscription Agreement, PubCo, CorpAcq and Churchill may seek to engage in additional capital raising
transactions with certain third parties, on terms to be agreed (the “Additional Capital Raising Transactions”).
The PIPE Subscription Purchase Price and Sponsor Subscription Purchase
Price to be paid in connection with the Non-Redemption, PIPE Investment and Sponsor Investment (if any) (in addition to the funds available
in the Trust Account (net of any Churchill Stockholder Redemptions and funds in the Trust Account subject to Non-Redemption Shares (if
any)), and the Churchill Facilitated Refinancing Amount (as described in the Definitive Proxy Statement)), will constitute, and the proceeds
from any Additional Capital Raising Transactions, to the extent such proceeds qualify pursuant to the Merger Agreement, are expected to
constitute cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries
that will be included in the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares,
the Retirement Founder Shares and BermudaCo Redeemable Shares.
Redemption Sensitivity Analysis
The issuance of Post-Combination Company securities in the Business
Combination, including the Ordinary Subscribed Shares, Incentive Shares and Sponsor Ordinary Subscribed Shares, as part of the Non-Redemption,
PIPE Investment and Sponsor Investment (if any) and the issuance of any Post-Combination Company securities in connection with any Additional
Capital Raising Transactions (if any), will dilute the equity interests of Holders of Churchill Class A Common Stock (“Churchill
Public Stockholders”) and may adversely affect prevailing market prices for the Post-Combination Company securities.
In particular, Churchill Public Stockholders may experience dilution
from several sources to varying degrees in connection with and after the Business Combination, including:
| |
· |
the issuance of Post-Combination Company securities as part of the Closing Seller Share Consideration and Earnout Shares in connection with the consummation of the Business Combination; |
| |
· |
the issuance of Post-Combination Company Ordinary A1 Shares as Ordinary Subscribed Shares, Incentive Shares and Sponsor Ordinary Subscribed Shares as part of the Non-Redemption, PIPE Investment and Sponsor Investment (if any); |
| · | the issuance, conversion or exercise of Post-Combination Company securities in connection with any Additional Capital Raising Transactions; |
| · | the exercise of Post-Combination Company Warrants or the conversion of Post-Combination Company Class C Shares, as applicable; |
| · | the issuance of Post-Combination Company Ordinary A1 Shares under the Omnibus Incentive Plan; and |
| · | the issuance of Post-Combination Company Ordinary A1 Shares under the Non Employee Plan. |
The issuance of Post-Combination Company securities in connection with
the Business Combination, including through any of the foregoing, could have the following effects for Churchill Public Stockholders who
elect not to redeem their shares of Churchill Class A Common Stock:
| · | their proportionate ownership interest in the Post-Combination Company will decrease; |
| · | the amount of cash available per Post-Combination Company Ordinary A1 Share, including for payment of dividends in the future, may
decrease; |
| · | the relative voting strength of each previously outstanding share of Churchill Class A Common Stock will be diminished; |
| · | the trading volume in Post-Combination Company public securities may fluctuate and cause significant price variations to occur; and |
| · | the market price of the Post-Combination Company public securities, as applicable, may decline. |
The following table illustrates varying levels of holdings of Post-Combination
Company Ordinary Shares and Post-Combination Company B Shares in the No Net Redemption Scenario, the $500 Million Redemption Scenario
and the Contractual Maximum Redemption Scenario (each as defined below), taking into account the proposed Additional Sponsor Forfeiture,
excluding the impact of the issuance of any Post-Combination Company securities in connection with any Additional Capital Raising Transactions,
and assuming an aggregate maximum of 15 million Incentive Shares are issued for an aggregate PIPE Subscription Purchase Price of $350,000,000
and 1.5 million Sponsor Ordinary Subscribed Shares are issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000. The
following table is provided for illustrative purposes only. Percentages or totals may not sum due to rounding.
| Holders |
|
No Net
Redemption
Scenario(1) |
|
|
% of
Total |
|
|
$500
Million
Redemption
Scenario(2) |
|
|
% of
Total |
|
|
Contractual
Maximum
Redemption
Scenario(3) |
|
|
% of
Total |
|
| |
|
(millions of shares, except as otherwise indicated) |
|
| Post-Combination Company Ordinary A1 Shares – Churchill
Public Stockholders (other than Investors) (4) |
|
|
22.9 |
|
|
|
13.3 |
% |
|
|
12.6 |
|
|
|
7.3 |
% |
|
|
-- |
|
|
|
0.0 |
% |
| Post-Combination Company Ordinary A1 Shares (Non-Redemption Shares, Ordinary Subscribed Shares
and Incentive Shares) – Investors (5) |
|
|
50.0 |
|
|
|
29.1 |
|
|
|
50.0 |
|
|
|
29.0 |
% |
|
|
50.0 |
|
|
|
30.1 |
% |
| Post-Combination Company Ordinary A1 Shares (Sponsor Ordinary Subscribed Shares) – Sponsor
(or its affiliates) (6) |
|
|
1.5 |
|
|
|
0.9 |
% |
|
|
1.5 |
|
|
|
0.9 |
% |
|
|
1.5 |
|
|
|
0.9 |
% |
| Post-Combination Company Ordinary A1 Shares (Closing Seller Share Consideration) – CorpAcq
Shareholders(7) |
|
|
63.1 |
|
|
|
36.7 |
% |
|
|
74.0 |
|
|
|
42.9 |
% |
|
|
81.2 |
|
|
|
48.8 |
% |
| Post-Combination Company Ordinary A2 Shares (“Incremental Earnout Shares”) – CorpAcq
Shareholders (8) |
|
|
8.0 |
|
|
|
4.7 |
% |
|
|
7.4 |
|
|
|
4.3 |
% |
|
|
7.4 |
|
|
|
4.4 |
% |
| Post-Combination Company Ordinary A3 Shares (“Base Earnout Shares”) – CorpAcq
Shareholders(9) |
|
|
14.8 |
|
|
|
8.6 |
% |
|
|
16.6 |
|
|
|
9.6 |
% |
|
|
17.4 |
|
|
|
10.5 |
% |
| Total Post-Combination Company Ordinary Shares – CorpAcq Shareholders(10) |
|
|
85.9 |
|
|
|
50.0 |
% |
|
|
98.0 |
|
|
|
56.8 |
% |
|
|
106.0 |
|
|
|
63.7 |
% |
| Total Post-Combination Company Ordinary Shares |
|
|
160.3 |
|
|
|
93.2 |
% |
|
|
162.2 |
|
|
|
93.9 |
% |
|
|
157.5 |
|
|
|
94.7 |
% |
| Exchangeable Units consisting of a BermudaCo Series B-1 Share and a Post-Combination Company
B Share – Sponsor |
|
|
8.0 |
|
|
|
4.7 |
% |
|
|
7.4 |
|
|
|
4.3 |
% |
|
|
6.6 |
|
|
|
4.0 |
% |
| Exchangeable Units consisting of a BermudaCo Series B-2 Share and a Post-Combination Company
B Share (“Base Vesting Shares”) – Sponsor(11) |
|
|
-- |
|
|
|
--% |
|
|
|
-- |
|
|
|
--% |
|
|
|
-- |
|
|
|
--% |
|
| Exchangeable Units consisting of a BermudaCo Series B-3 Share and a Post-Combination Company
B Share (“Earn-Out Vesting Shares”) – Sponsor(12) |
|
|
3.7 |
|
|
|
2.2 |
% |
|
|
3.1 |
|
|
|
1.8 |
% |
|
|
2.3 |
|
|
|
1.4 |
% |
| Total Exchangeable Units – Sponsor(13) |
|
|
11.7 |
|
|
|
6.8 |
% |
|
|
10.5 |
|
|
|
6.1 |
% |
|
|
8.8 |
|
|
|
5.3 |
% |
Total Post-Combination Company Ordinary Shares
and Post-Combination Company B Shares |
|
|
172.0 |
|
|
|
100.0 |
% |
|
|
172.7 |
|
|
|
100.0 |
% |
|
|
166.4 |
|
|
|
100.0 |
% |
| Additional Dilution Sources(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-Combination Company Class C-1 Shares /
Post-Combination Company Public Warrants(14)(15) |
|
|
27.6 |
|
|
|
13.8 |
% |
|
|
27.6 |
|
|
|
13.8 |
% |
|
|
27.6 |
|
|
|
14.2 |
% |
Post-Combination Company Class C-2 Shares /
Post-Combination Company Private Placement Warrants(14)(16) |
|
|
29.0 |
|
|
|
14.4 |
% |
|
|
29.0 |
|
|
|
14.4 |
% |
|
|
29.0 |
|
|
|
14.8 |
% |
| Total Post-Combination Company Class C Shares / Post-Combination Company Warrants |
|
|
56.6 |
|
|
|
24.8 |
% |
|
|
56.6 |
|
|
|
24.7 |
% |
|
|
56.6 |
|
|
|
25.4 |
% |
| Non Employee Plan(14)(17) |
|
|
1.1 |
|
|
|
0.7 |
% |
|
|
1.1 |
|
|
|
0.7 |
% |
|
|
1.1 |
|
|
|
0.7 |
% |
| Omnibus Incentive Plan(14)(18) |
|
|
17.2 |
|
|
|
9.1 |
% |
|
|
17.3 |
|
|
|
9.1 |
% |
|
|
16.6 |
|
|
|
9.1 |
% |
| Equity Plans(14)(19) |
|
|
18.3 |
|
|
|
9.6 |
% |
|
|
18.4 |
|
|
|
9.6 |
% |
|
|
17.7 |
|
|
|
9.6 |
% |
| Total Additional Dilution Sources(12)(18) |
|
|
74.9 |
|
|
|
30.3 |
% |
|
|
75.0 |
|
|
|
30.3 |
% |
|
|
74.3 |
|
|
|
30.9 |
% |
| Effective Outstanding Deferred Discount ($ in millions)(20) |
|
|
17.9 |
|
|
|
1.0 |
% |
|
|
17.9 |
|
|
|
1.0 |
% |
|
|
17.9 |
|
|
|
1.1 |
% |
| (1) |
The “No Net Redemption Scenario” assumes (i) approximately
34.2 million shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders in connection with the Stockholder
Special Meeting, such that the funds remaining in the Trust Account, plus the Subscription Purchase Price, equals $609 million, (ii) Transaction
Expenses (as defined in the Merger Agreement) of $100.6 million, estimated as of March 31, 2024, which includes an estimate
of approximately (1) $8.2 million of excise taxes and (2) $4.5 million in potential UK stamp tax charges (calculated as
0.5% of $808.6 million, being the approximate aggregate amount of Closing Seller Share Consideration, Closing Seller Class C-2
Consideration and Closing Seller Cash Consideration under the No Net Redemption Scenario plus approximately $0.43 million of UK stamp
tax charges estimated on the 11 million Post-Combination Company Ordinary A3 Shares (Base Earnout Shares) issued at the Closing)
(CorpAcq has obtained a valuation of such Post- Combination Company Ordinary A1, A3 and C2 Shares which has been used for these stamp
duty estimate purposes and it intends to obtain an updated valuation of such Post-Combination Company Ordinary A1, A3 and C2 Shares
as at the Closing) and (iii) the Churchill Facilitated Refinancing Amount will constitute part of the Delivered Capital Amount
and Available Cash Amount. |
|
(2) |
The “$500 Million Redemption Scenario” assumes (i) approximately
44.4 million shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders, such that the funds remaining
in the Trust Account, plus the Subscription Purchase Price, equals $500 million, (ii) Transaction Expenses of $100.6 million,
estimated as of March 31, 2024, which includes an estimate of approximately (1) $8.2 million of excise taxes and (2) $4.5
million in potential UK stamp tax charges (calculated as 0.5% of $808.6 million, being the approximate aggregate amount of Closing
Seller Share Consideration, Closing Seller Class C-2 Consideration and Closing Seller Cash Consideration under the $500 Million
Redemption Scenario plus approximately $0.43 million of UK stamp tax charges estimated on the 11 million Post-Combination Company
Ordinary A3 Shares (Base Earnout Shares) issued at the Closing) (CorpAcq has obtained a valuation of such Post- Combination Company
Ordinary A1, A3 and C2 Shares which has been used for these stamp duty estimate purposes and it intends to obtain a valuation of
such Post-Combination Company Ordinary A1, A3 and C2 Shares as at the Closing) and (iii) the Churchill Facilitated Refinancing
Amount will constitute part of the Delivered Capital Amount and Available Cash Amount. |
|
(3) |
The “Contractual Maximum Redemption Scenario” represents
the maximum amount of redemptions that would still enable sufficient cash to satisfy the Minimum Cash Condition and assumes (i) all
of the approximately 57.1 million outstanding shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders,
(ii) Transaction Expenses of $100.6 million, estimated as of March 31, 2024, which includes an estimate of approximately
(1) $8.2 million of excise taxes and (2) $4.5 million in potential UK stamp tax charges (calculated as 0.5% of $816.9 million,
being the approximate aggregate amount of Closing Seller Share Consideration, Closing Seller Class C-2 Consideration and Closing
Seller Cash Consideration under the Contractual Maximum Redemption Scenario plus approximately $0.43 million of UK stamp tax charges
estimated on the 11 million Post-Combination Company Ordinary A3 Shares (Base Earnout Shares) issued at the Closing) (CorpAcq has
obtained a valuation of such Post- Combination Company Ordinary A1, A3 and C2 Shares which has been used for these stamp duty estimate
purposes and it intends to obtain an updated valuation of such Post-Combination Company Ordinary A1, A3 and C2 Shares as at the Closing),
(iii) other than the maximum Subscription Purchase Price, no additional cash or cash equivalents are delivered or committed
to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with capital raising transactions consummated
following the date of the Merger Agreement through and including the day that is 30 days following the Closing, and (iv) the
Churchill Facilitated Refinancing Amount will constitute part of the Delivered Capital Amount and Available Cash Amount. |
|
(4) |
Represents Post-Combination Company Ordinary A1 Shares to be received by
holders of Churchill Class A Common Stock by virtue of the Merger, and is dependent on the level of Churchill Stockholder Redemptions. |
|
(5) |
Includes 35 million Ordinary Subscribed Shares and
15 million Incentive Shares. |
|
(6) |
Includes 1.5 million Sponsor Ordinary Subscribed Shares
and no Incentive Shares. |
|
(7) |
Represents Post-Combination Company Ordinary Shares to be received by CorpAcq
shareholders as part of the Closing Seller Share Consideration and as consideration for the sale of such holders’ CorpAcq Shares
pursuant to the CorpAcq Sale or Drag Along Sale, as applicable, and are subject to adjustment based upon the Delivered Capital Adjustment
Amount. Please see the section of the Definitive Proxy Statement entitled “The Merger Agreement — Consideration — Closing
Seller Cash Consideration.” |
|
(8) |
Represents Post-Combination Company Ordinary A2 Shares to be issued within
five days following the final calculation of the Delayed Financing Amount to CorpAcq shareholders as Incremental Earnout Shares and
as additional consideration for the sale of such holders’ CorpAcq Shares pursuant to the CorpAcq Sale or Drag Along Sale, as
applicable, and the number of which are calculated based upon the Delivered Capital Adjustment Amount (see “CorpAcq Sale”
under this Item 8.01). The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time
as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any
180 consecutive trading day period on or before five years after the Closing date or otherwise pursuant to the Merger Agreement.
Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such Post-Combination Company Ordinary A2 Shares
(even if unvested), and will be entitled to receive dividends and other distributions with respect to such Post-Combination Company
Ordinary A2 Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting
of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest). |
| (9) | Represents Post-Combination Company Ordinary
A3 Shares to be issued at Closing and within five days following final calculation of the
Delayed Financing Amount to CorpAcq shareholders, in each case as part of the Base Earnout
Shares and as additional consideration for the sale of such holders’ CorpAcq Shares
pursuant to the CorpAcq Sale or Drag Along Sale, as applicable. The Post-Combination Company
Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing
price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five
trading days within any 180 consecutive trading day period on or before five years after
the Closing date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination
Company Ordinary A3 Shares will be entitled to vote Post-Combination Company Ordinary A3
Shares (even if unvested), but will not be entitled to receive any dividends or distributions
with respect to unvested Post-Combination Company Ordinary A3 Shares. |
| (10) | Represents total Post-Combination Company
Ordinary Shares to be received by CorpAcq shareholders. |
| (11) | The BermudaCo Series B-2 Shares will be
unvested at issuance and will vest at such time as the closing price per Post-Combination
Company Ordinary A1 Share exceeds $11.50 for five trading days within any 180 consecutive
trading day period on or before five years after the Closing date, or otherwise pursuant
to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination
Company B Shares, and will be entitled to receive dividends and other distributions with
respect to the BermudaCo Series B-2 Shares component of the Base Vesting Shares prior
to vesting, but any such dividends and distributions will only be paid to such holders upon
the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not
vest). No Founder Shares under the No Net Redemption Scenario, $500 Million Redemption Scenario
and Contractual Maximum Redemption Scenario will be exchanged at the Closing for unvested
Base Vesting Shares after giving effect to the Additional Sponsor Forfeiture. |
| (12) | The BermudaCo Series B-3 Shares will be
unvested at issuance and will vest at such time as the closing price per Post-Combination
Company Ordinary A1 Share exceeds $15.00 for five trading days within any 180 consecutive
trading day period on or before five years after the Closing date, or otherwise pursuant
to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their
Post-Combination Company B Shares (even if unvested), but will not be entitled to receive
any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares. |
| (13) | Represents Exchangeable Units to be received
by the Sponsor following consummation of the Founder Equity Retirement and in connection
with the Founder Share Contribution, which are subject to adjustment based upon the Delivered
Capital Adjustment Amount (see “Founder Equity Retirement and Founder Equity Contribution”
under this Item 8.01). |
|
(14) |
The % of Total with respect to each of additional dilution source set forth
in rows (15) through (18) below (each, an “Additional Dilution Source”), including the Total Additional Dilution
Sources, includes the full amount of Post-Combination Company Ordinary A1 Shares issued with respect to the applicable Additional
Dilution Source in both the numerator and denominator. For example, in the Contractual Maximum Redemption Scenario, the % of Total
with respect to the Omnibus Incentive Plan would be calculated as follows: (a) approximately 16.6 million divided by
the sum of (b) (i) approximately 16.6 million plus (ii) approximately 166.4 million, resulting in 9.1%. |
| (15) | This row assumes the conversion of Post-Combination
Company Class C-1 Shares or exercise of Post-Combination Company Public Warrants, as
applicable, convertible into, or exercisable for, as applicable 27,600,000 Post-Combination
Company Ordinary A1 Shares. |
| (16) | This row assumes the conversion of Post-Combination
Company Class C-2 Shares or exercise of Post-Combination Company Private Placement Warrants,
as applicable, convertible or exercisable for, as applicable 29,000,000 Post-Combination
Company Ordinary A1 Shares, and includes 15,000,000 Post-Combination Company Class C-2
Shares in respect of the Closing Seller Class C-2 Consideration. |
| (17) | This row assumes the issuance of all Post-Combination
Company Ordinary A1 Shares reserved for issuance under the Non Employee Plan at Closing,
the current maximum of which is anticipated to be approximately 1.1 million in each of the
No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual Maximum
Redemption Scenario, in each case, assuming no Additional Shares are outstanding as of immediately
after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company
Class C Shares. |
|
(18) |
This row assumes the issuance of all Post-Combination Company Ordinary
A1 Shares reserved for issuance under the Omnibus Incentive Plan at Closing, which is anticipated to be approximately 17.2 million,
assuming the No Net Redemption Scenario, approximately 17.3 million, assuming the $500 Million Redemption Scenario and approximately
16.6 million, assuming the Contractual Maximum Redemption Scenario, in each case, assuming no Additional Shares are outstanding as
of immediately after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company Class C Shares. |
|
(19) |
This row assumes the issuance of all Post-Combination Company Ordinary
A1 Shares reserved for issuance under the Equity Plans at Closing, the current maximum of which is anticipated to be approximately
18.3 million, assuming the No Net Redemption Scenario, approximately 18.4 million, assuming the $500 Million Redemption Scenario
and approximately 17.7 million, assuming the Contractual Maximum Redemption Scenario, in each case assuming no Additional Shares
are outstanding as of immediately after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company
Class C Shares. |
| (20) | This row assumes the issuance of all Post-Combination
Company Ordinary Shares in connection with each of the Additional Dilution Sources. |
| (21) | Reflects the outstanding deferred underwriting
commissions of $17,931,375 incurred in connection with Churchill’s initial public offering
(the “Churchill IPO”) (after taking into account amounts waived by underwriters
of the Churchill IPO as of the date of this Current Report) and is calculated as a percentage
over: (a) Total Post-Combination Company Ordinary Shares and Post-Combination Company
B Shares, multiplied by (b) $10.00. See the section of the Definitive Proxy Statement
entitled “The Business Combination — Waiving Underwriters”
and the risk factor entitled “The Waiving Underwriters were to be compensated in
part on a deferred basis for already-rendered underwriting services in connection with the
Churchill IPO, yet each of the Waiving Underwriters waived its entitlement to such compensation
and disclaimed any responsibility for this proxy statement/ prospectus” for more
information. |
Weighted Average Purchase Price
Taking into account the proposed Additional Sponsor Forfeiture, excluding
the impact of the issuance of any Post-Combination Company securities in connection with any Additional Capital Raising Transactions,
and assuming approximately $609 million is available for redemption (based on a Trust Account Balance of $611,787,389 as of March 31,
2024), an aggregate maximum of 15 million Incentive Shares are issued pursuant to Ordinary Shares Subscription Agreements for an aggregate
PIPE Subscription Purchase Price of $350,000,000, and a Sponsor Investment for a Sponsor Subscription Purchase Price of $15,000,000:
| |
· |
In the No Net Redemption Scenario, the weighted average purchase price
per Post-Combination Company Ordinary A1 Share payable by Churchill Public Stockholders, Investors and Sponsor (or its affiliates),
is $8.19 per share; |
| |
· |
In the $500 Million Redemption Scenario, the weighted average purchase
price per Post-Combination Company Ordinary A1 Share payable by Churchill Public Stockholders and Investors (including Sponsor (or
its affiliates)), is $7.79 per share; and |
| |
· |
In the Contractual Maximum Redemption Scenario, the weighted average purchase
price per Post-Combination Company Ordinary A1 Share payable by Churchill Public Stockholders and Investors (including Sponsor (or
its affiliates)), is $7.09 per share. |
Based on the assumptions stated above, in the event that the maximum 15 million Incentive Shares are issued,
but the aggregate PIPE Subscription Purchase Price is greater or less than $350,000,000, the weighted average per share purchase price
will be correspondingly higher or lower, respectively.
Net Cash Per Share
The estimated net cash per share of Churchill’s Class A
Common Stock that is being contributed to the Post-Combination Company in the Business Combination, taking into account the proposed
Additional Sponsor Forfeiture, excluding the impact of the issuance of any Post-Combination Company securities in connection with any
Additional Capital Raising Transactions, and assuming an aggregate maximum of 15 million Incentive Shares are issued pursuant to Ordinary
Shares Subscription Agreements for an aggregate PIPE Subscription Purchase Price of $350,000,000 is (i) approximately $6.66 per
share, $6.15 per share or $5.25 per share, assuming the No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual
Maximum Redemption Scenario, respectively, in each case, excluding the impact of Founder Shares that convert into unvested securities
in the Business Combination, and (ii) approximately $6.38 per share, $5.89 per share or $5.05 per share, assuming the No Net Redemption
Scenario, $500 Million Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, in each case, including the
impact of Founder Shares that convert into unvested securities in the Business Combination. Based on the assumptions stated above, in the event that the maximum 15 million
Incentive Shares are issued, but the PIPE Subscription Purchase Price is greater or less than $350,000,000, the net cash per share will
be correspondingly lower or higher, respectively.
The estimated net cash per share of Churchill Class A Common
Stock that is being contributed to the combined company is calculated as the quotient of (a) (i) the amount of funds in the
Trust Account (net of Churchill Stockholder Redemptions) plus a PIPE Subscription Purchase Price of $350,000,000 plus a
Sponsor Subscription Purchase Price of $15,000,000, aggregating to approximately $609 million, $500 million or $365 million, assuming
the No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, minus
(ii) the amount of estimated Churchill Transaction Expenses (as defined in the Merger Agreement) of approximately $53.0 million
(which includes approximately $14.0 million of deferred underwriting commission estimated to be payable at the time of Closing), minus
(iii) the aggregate market value of the Churchill Warrants of $7,072,000 (calculated as the trading price of one Churchill Public
Warrant of $0.17 as of the record date for the Stockholder Special Meeting, multiplied by an aggregate of 41,600,000 Churchill Warrants
anticipated to be outstanding the Closing and following the Founder Equity Retirement), divided by (b) (i) an aggregate
of approximately 22.9 million, 12.6 million or 0 shares of Churchill Class A Common Stock anticipated to be outstanding as of immediately
prior to the Effective Time assuming the No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual Maximum
Redemption Scenario, respectively, plus (ii) 35 million Ordinary Subscribed Shares, plus (iii) 15 million Incentive
Shares plus (iv) 1.5 million Sponsor Ordinary Subscribed Shares plus (v)(x) an aggregate of approximately 8.0 million,
7.4 million or 6.6 million Founder Shares anticipated to be outstanding at the Closing and following the Founder Equity Retirement, assuming
the No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, in
each case, excluding Founder Shares that convert into unvested securities in the Business Combination, or (y) an aggregate of approximately
11.7 million, 10.5 million or 8.8 million Founder Shares anticipated to be outstanding at the Closing and following the Founder Equity
Retirement, assuming the No Net Redemption Scenario, the $500 Million Redemption Scenario and the Contractual Maximum Redemption Scenario,
respectively, in each case, including Founder Shares that convert into unvested securities in the Business Combination.
The estimated net cash per share of Churchill Class A Common
Stock that is being contributed to the Post-Combination Company in the No Net Redemption Scenario, the $500 Million Redemption Scenario
and the Contractual Maximum Redemption Scenario and both including and excluding the impact of Founder Shares that convert into unvested
securities in the Business Combination, taking into account the proposed Additional Sponsor Forfeiture, excluding the impact of the issuance
of any Post-Combination Company securities in connection with any Additional Capital Raising Transactions, and assuming an aggregate
maximum of 15 million Incentive Shares are issued pursuant to Non-Redemption Agreements and/or Ordinary Shares Subscription Agreements
for an aggregate PIPE Subscription Purchase Price of $350,000,000 and 1.5 million Sponsor Ordinary Subscribed Shares are issued for an
aggregate Sponsor Subscription Purchase Price of $15,000,000, is less than the $10.00 per share ascribed to such shares in the Merger
Agreement or the amount per share that holders of Churchill’s Class A Common Stock would be entitled to receive upon exercise
of their redemption rights (which, for illustrative purposes, was approximately $10.80 per share as of June 18, 2024, the record
date for the Stockholder Special Meeting).
| |
|
No Net Redemption
Scenario(1) |
|
|
$500 Million
Redemption
Scenario(2) |
|
|
Contractual
Maximum
Redemption
Scenario(3) |
|
| |
|
(millions of dollars or shares, unless per
share or warrant numbers or otherwise indicated; totals
may not add due to rounding) |
|
| Trust Account, PIPE Subscription Purchase Price and Sponsor Purchase Subscription
Purchase Price(4) |
|
$ |
609 |
|
|
$ |
500 |
|
|
$ |
365 |
|
| Churchill Transaction Expenses (excluding deferred underwriting commissions)(5) |
|
$ |
39.0 |
|
|
$ |
39.0 |
|
|
$ |
39.0 |
|
| Estimated deferred underwriting commissions(6) |
|
$ |
14.0 |
|
|
$ |
14.0 |
|
|
$ |
14.0 |
|
| Churchill Transaction Expenses(7) |
|
$ |
53.0 |
|
|
$ |
53.0 |
|
|
$ |
53.0 |
|
| Net cash proceeds to Post-Combination Company |
|
$ |
556 |
|
|
$ |
447 |
|
|
$ |
312 |
|
| Total Churchill Warrants |
|
|
41.6 |
|
|
|
41.6 |
|
|
|
41.6 |
|
| Trading price per Churchill Public Warrant (as of the record date) |
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
| Shares of Churchill Class A Common Stock |
|
|
22.9 |
|
|
|
12.6 |
|
|
|
0 |
|
| Ordinary Subscribed Shares |
|
|
35 |
|
|
|
35 |
|
|
|
35 |
|
| Incentive Shares |
|
|
15 |
|
|
|
15 |
|
|
|
15 |
|
| Sponsor Ordinary Subscribed Shares |
|
|
1.5 |
|
|
|
1.5 |
|
|
|
1.5 |
|
| Founder Shares (excluding Founder Shares that convert into unvested securities in the Business
Combination) |
|
|
8.0 |
|
|
|
7.4 |
|
|
|
6.6 |
|
| Net cash per share |
|
$ |
6.66 |
|
|
$ |
6.15 |
|
|
$ |
5.25 |
|
| Founder Shares (including Founder Shares that convert into unvested securities in the Business
Combination)(8) |
|
|
11.7 |
|
|
|
10.5 |
|
|
|
8.8 |
|
| Net cash per share |
|
$ |
6.38 |
|
|
$ |
5.89 |
|
|
$ |
5.05 |
|
| (1) | See footnote (1) to the table under “Redemption
Sensitivity Analysis” of this Item 8.01 for assumptions relating to the No Net
Redemption Scenario. |
| (2) | See footnote (2) to the table under “Redemption
Sensitivity Analysis” of this Item 8.01 for assumptions relating to the $500 Million
Redemption Scenario. |
| (3) | See footnote (3) to the table under “Redemption
Sensitivity Analysis” of this Item 8.01 for assumptions relating to the Contractual
Maximum Redemption Scenario. |
| (4) | Includes funds in the Trust Account subject to
the Non-Redemption Shares. As of March 31, 2024, there was $611,787,389 in the Trust
Account (of which approximately $609 million is available for redemption). |
| (5) | Churchill Transaction Expenses (excluding deferred
underwriting commissions) to be paid at Closing, estimated as of March 31, 2024, including
$8,162,810 in excise tax. |
| (6) | Aggregate amount of deferred underwriting commissions
that Churchill estimates as of March 31, 2024, would be payable at the time of Closing
(after taking into account amounts estimated to be waived by underwriters in the Churchill
IPO). As of the date of this Current Report, BofA Securities, Inc., J.P. Morgan Securities
LLC and Goldman Sachs & Co. LLC (collectively, the “Waiving Underwriters”)
have waived any claim to deferred underwriting fees payable pursuant to that certain Underwriting
Agreement, dated as of February 11, 2021, by and among Churchill and Citigroup Global
Markets Inc. (“Citi”), as representative of the underwriters (the “Underwriting
Agreement”) in connection with certain underwriting services performed in connection
with the Churchill IPO, which would result in a total of $48,300,000 in deferred underwriting
fees being payable upon the consummation of an initial business combination. As of the date
of this Current Report, the Waiving Underwriters have waived any claim to deferred underwriting
fees equal to an amount of $30,368,625 that would otherwise be payable pursuant to the Underwriting
Agreement in connection with the Waiving Underwriter’s underwriting services in connection
with the Churchill IPO. Please see the section of the Definitive Proxy Statement entitled
“The Business Combination — Waiving Underwriters” and
“Sources and Uses” below. |
| (7) | Aggregate of all Churchill’s Transaction
Expenses (including deferred underwriting commissions) to be paid at Closing, estimated as
of March 31, 2024. |
|
(8) |
Includes approximately 3.7 million Founder Shares under the No Net Redemption
Scenario, approximately 3.1 million Founder Shares under the $500 Million Redemption Scenario and approximately 2.3 million Founder
Shares under the Contractual Maximum Redemption Scenario that will be exchanged at the Closing for unvested Earnout Vesting Shares.
See footnote (11) to the table under “Redemption Sensitivity Analysis” of this Item 8.01 for more detail on Earnout
Vesting Shares. No Founder Shares under the No Net Redemption Scenario, $500 Million Redemption Scenario and Contractual Maximum
Redemption Scenario will be exchanged at the Closing for unvested Base Vesting Shares after giving effect to the Additional Sponsor
Forfeiture. See footnote (12) to the table under “Redemption Sensitivity Analysis” of this Item 8.01 for more
detail on Base Vesting Shares. |
Economic and Voting Ownership Interests following the Closing
It is anticipated that, upon consummation of the Business Combination,
taking into account the proposed Additional Sponsor Forfeiture, and assuming an aggregate maximum of 15 million Incentive Shares are issued
pursuant to Ordinary Shares Subscription Agreements for an aggregate PIPE Subscription Purchase Price of $350,000,000and 1.5 million Sponsor
Ordinary Subscribed Shares are issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000, that the Post-Combination Company
Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares
are not vested as of Closing, and excluding the impact of the Additional Dilution Sources (as well as any Post-Combination Company securities
in connection with any Additional Capital Raising Transactions):
| |
· |
In the No Net Redemption Scenario: |
| |
· |
Churchill Public Stockholders (excluding the Investors) will have an economic interest of approximately 14.9% and a voting interest of approximately 13.3% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock; |
| |
· |
The Investors will have an economic interest of approximately 32.6% and voting interest of approximately 29.1% of the Post-Combination Company by virtue of its ownership of the Non-Redemption Shares, the PIPE Shares and the Incentive Shares (as applicable); |
| |
· |
The Sponsor (and its affiliates) will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 6.2% and voting interest of approximately 7.7% of the Post-Combination Company by virtue of its ownership of Founder Shares and Sponsor Ordinary Subscribed Shares; and |
| |
· |
The CorpAcq shareholders will have an economic interest of approximately 41.1% (or, including the Post-Combination Company Ordinary A2 Shares, 46.3%) and voting interest of approximately 50.0% of the Post-Combination Company. |
| |
· |
In the $500 Million Redemption Scenario: |
| |
· |
Churchill Public Stockholders (excluding the Investors) will have an economic interest of approximately 8.3% and a voting interest of approximately 7.3% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock; |
| |
· |
The Investors will have an economic interest of approximately 32.7% and voting interest of approximately 29.0% of the Post-Combination Company by virtue of its ownership of the Non-Redemption Shares, the PIPE Shares and the Incentive Shares (as applicable); |
| |
· |
The Sponsor (and its affiliates) will have an economic interest (inclusive
of its economic interests in BermudaCo) of approximately 5.8% and voting interest of approximately 6.9% of the Post-Combination
Company by virtue of its ownership of Founder Shares and Sponsor Ordinary Subscribed Shares; and |
| |
· |
The CorpAcq shareholders will have an economic interest of approximately 48.4% (or, including the Post-Combination Company Ordinary A2 Shares, 53.2%) and voting interest of approximately 56.8% of the Post-Combination Company. |
| |
· |
In the Contractual Maximum Redemption Scenario: |
| |
· |
Churchill Public Stockholders (excluding the Investors) will have an economic interest of approximately 0.0% and a voting interest of approximately 0.0% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock; |
| |
· |
The Investors will have an economic interest of approximately 34.1% and voting interest of approximately 30.1% of the Post-Combination Company by virtue of its ownership of the Non-Redemption Shares, the PIPE Shares and the Incentive Shares (as applicable); |
| |
· |
The Sponsor (and its affiliates) will have an economic interest (inclusive
of its economic interests in BermudaCo) of approximately 5.5% and voting interest of approximately 6.2% of the Post-Combination
Company by virtue of its ownership of Founder Shares and Sponsor Ordinary Subscribed Shares; and |
| |
· |
The CorpAcq shareholders will have an economic interest of approximately 55.4% (or, including the Post-Combination Company Ordinary A2 Shares, 60.4%) and voting interest of approximately 63.7% of the Post-Combination Company. |
Sources and Uses
The following tables summarize the sources and uses for funding the
Business Combination, taking into account the proposed Additional Sponsor Forfeiture, excluding the impact of the issuance of any Post-Combination
Company securities in connection with any Additional Capital Raising Transactions, and assuming an aggregate maximum of 15 million Incentive
Shares are issued for an aggregate PIPE Subscription Purchase Price of $350,000,000 and 1.5 million Sponsor Ordinary Subscribed Shares
are issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000. Totals in the following tables may differ due to rounding.
| No Net Redemption Scenario(1)(2) |
| |
| Sources |
|
|
|
|
|
Uses |
|
|
|
|
| Trust Account(1) |
|
$ |
244.1 |
|
|
Cash to Post-Combination Company |
|
$ |
128.6 |
|
| PIPE Subscription Purchase Price |
|
$ |
350.0 |
|
|
CorpAcq Preferred Redemption Amount(3) |
|
$ |
207.2 |
|
| Sponsor Subscription Purchase Price |
|
$ |
15.0 |
|
|
Transaction Expenses(4) |
|
$ |
100.6 |
|
| CorpAcq Rollover(3) |
|
$ |
631.1 |
|
|
Closing Seller Cash Consideration(5) |
|
$ |
172.7 |
|
| |
|
|
|
|
|
CorpAcq Rollover(3) |
|
$ |
631.1 |
|
| Total Sources |
|
$ |
1,240.2 |
|
|
Total Uses |
|
$ |
1,240.2 |
|
| (1) | See footnote (1) to the table under “Redemption
Sensitivity Analysis” of this Item 8.01 for assumptions relating to the No Net Redemption
Scenario. |
| (2) | Amount represents Closing Seller Share Consideration
and Closing Seller Class C-2 Consideration, but does not include any Earnout Shares
(and assumes such shares shall be unvested as at Closing). |
| (3) | Includes approximately $36 million to redeem
CorpAcq Preferred Shares assuming a redemption date of December 31, 2023, which is calculated
based on Minimum ROI (as defined in the CorpAcq Articles) to holders of CorpAcq Preferred
Shares. Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1 |
| (4) | Estimated as of March 31, 2024. See footnote
(2) to the table under “Redemption Sensitivity Analysis” of this
Item 8.01 for assumptions relating to Transaction Expenses under the No Net Redemption Scenario. |
| (5) | Calculated to exclude the Churchill Facilitated
Refinancing Amount. CorpAcq intends to exercise its discretion to reduce the Closing Seller
Cash Consideration to disregard this amount, in part because the Churchill Facilitated Refinancing
Amount would not be available to pay Closing Seller Cash Consideration under the terms of
the 2024 Facilities. |
| $500 Million Redemption Scenario(1)(2) |
| |
| Sources |
|
|
|
|
Uses |
|
|
|
| Trust Account(1) |
|
$ |
135.0 |
|
|
Cash to Post-Combination Company |
|
$ |
128.6 |
|
| PIPE Subscription Purchase Price |
|
$ |
350.0 |
|
|
CorpAcq Preferred Redemption Amount(3) |
|
$ |
207.2 |
|
| Sponsor Subscription Price |
|
$ |
15.0 |
|
|
Transaction Expenses(4) |
|
$ |
100.6 |
|
| CorpAcq Rollover(3) |
|
$ |
740.2 |
|
|
Closing Seller Cash Consideration(5) |
|
$ |
63.6 |
|
| |
|
|
|
|
|
CorpAcq Rollover(3) |
|
$ |
740.2 |
|
| Total Sources |
|
$ |
1,240.2 |
|
|
Total Uses |
|
$ |
1,240.2 |
|
| (1) | See footnote (2) to the table under “Redemption Sensitivity
Analysis” of this Item 8.01 for assumptions relating to the $500 Million Redemption Scenario. |
| (2) | Amount represents Closing Seller Share Consideration and Closing Seller
Class C-2 Consideration but does not include any Earnout Shares (and assumes such shares shall
be unvested as at Closing). |
| (3) | Includes approximately $36 million to redeem CorpAcq Preferred Shares
assuming a redemption date of December 31, 2023, which is calculated based on Minimum ROI to holders
of CorpAcq Preferred Shares. Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1. |
| (4) | Estimated as of March 31, 2024. See footnote (2) to the table
under “Redemption Sensitivity Analysis” of this Item 8.01 for assumptions relating
to Transaction Expenses under the $500 Million Redemption Scenario. |
| (5) | Calculated to exclude the Churchill Facilitated Refinancing Amount. CorpAcq
intends to exercise its discretion to reduce the Closing Seller Cash Consideration to disregard this
amount, in part because the Churchill Facilitated Refinancing Amount would not be available to pay
Closing Seller Cash Consideration under the terms of the 2024 Facilities. |
| Contractual Maximum Redemption Scenario(1)(2) |
| |
| Sources |
|
|
|
|
Uses |
|
|
|
| Trust Account(1) |
|
$ |
0.0 |
|
|
Cash to Post-Combination Company |
|
$ |
57.2 |
|
| PIPE Subscription Purchase Price |
|
$ |
350.0 |
|
|
CorpAcq Preferred Redemption Amount(3) |
|
$ |
207.2 |
|
| Sposor Subscription Purchase Price |
|
$ |
15.0 |
|
|
Transaction Expenses(4) |
|
$ |
100.6 |
|
| CorpAcq Rollover(3) |
|
$ |
812.1 |
|
|
Closing Seller Cash Consideration(5) |
|
$ |
0.0 |
|
| |
|
|
|
|
|
CorpAcq Rollover(3) |
|
$ |
812.1 |
|
| Total Sources |
|
$ |
1,177.1 |
|
|
Total Uses |
|
$ |
1,177.1 |
|
| (1) | See footnote (3) to the table under “Redemption
Sensitivity Analysis” of this Item 8.01 for assumptions relating to the Contractual
Maximum Redemption Scenario. |
| (2) | Amount represents Closing Seller Share Consideration
and Closing Seller Class C-2 Consideration, but does not include any Earnout Shares
(and assumes such shares shall be unvested as at Closing). |
| (3) | Includes approximately $36 million to redeem
CorpAcq Preferred Shares assuming a redemption date of December 31, 2023, which is calculated
based on Minimum ROI (as defined in the CorpAcq Articles) to holders of CorpAcq Preferred
Shares. Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1. |
| (4) | Estimated as of March 31, 2024. See footnote
(3) to the table under “Redemption Sensitivity Analysis” of this
Item 8.01 for assumptions relating to Transaction Expenses under the Contractual Maximum
Redemption Scenario. |
| (5) | Calculated to exclude the Churchill Facilitated
Refinancing Amount. CorpAcq intends to exercise its discretion to reduce the Closing Seller
Cash Consideration to disregard this amount, in part because the Churchill Facilitated Refinancing
Amount would not be available to pay Closing Seller Cash Consideration under the terms of
the 2024 Facilities. |
Certain Engagements in Connection with the Non-Redemption and PIPE
Investment
Citi was engaged by Churchill as its capital markets advisor in connection
with the Business Combination. Citi is also acting as placement agent to CorpAcq with respect to the PIPE Investment and Sponsor Investment.
After carefully considering with their respective boards and legal counsel the potential benefits of engaging Citi for both roles, Churchill
and CorpAcq each consented to Citi’s role as capital markets advisor to Churchill in connection with the Business Combination and
as placement agent to CorpAcq in connection with the PIPE Investment and Sponsor Investment and waived any potential conflicts in connection
with those dual roles.
For Citi’s role as placement agent, CorpAcq will pay a placement
fee (the “Placement Fee”) based on a percentage of the gross proceeds of the Ordinary Subscribed Shares subscribed
for by certain investors and Sponsor Ordinary Subscribed Shares in the PIPE Investment and Sponsor Investment. Citi has agreed that,
if the Business Combination is consummated, CorpAcq will be entitled to a credit against the Placement Fee to the extent of the deferred
underwriting commissions paid to Citi upon consummation of the Business Combination.
CorpAcq has agreed to reimburse Citi, in its capacity as placement
agent, for all documented, reasonable out-of-pocket expenses incurred in connection with the PIPE Investment and Sponsor Investment,
including any reasonable attorneys’ fees, irrespective of the consummation of the PIPE Investment and Sponsor Investment, and to
indemnify Citi and certain related parties against liabilities, including liabilities under federal securities laws, in each case in
connection with, as a result of, or relating to this engagement.
DTC Matters and Future Resales of Ordinary Subscribed Shares and
Incentive Shares
The Ordinary Subscribed Shares, Incentive Shares and Sponsor Ordinary
Subscribed Shares (if any) cannot and will not initially be eligible for deposit and clearing within the Depository Trust Company (“DTC”)
system because they will have restrictive legends on them and will instead be deposited into a depositary receipts system operated by
Computershare Trust Company, N.A., the Post-Combination Company’s transfer agent. Each of the Ordinary Subscribed Shares, Incentive
Shares and Sponsor Ordinary Subscribed Shares (if any) will have restrictive legends on them related to being issued pursuant to a private
placement.
The Ordinary Subscribed Shares, Incentive Shares and Sponsor Ordinary
Subscribed Shares (if any) may be transferred from that depositary receipts system into the DTC system as and when the restrictions applicable
to such securities and preventing their entry into the DTC system are removed. It is expected that the Post-Combination Company will remove
certain of these restrictive legends shortly after the Closing upon the filing of resale registration statements, but any other restrictive
legends may not be removed until certain conditions are met (e.g., the expiration of the lock-up or other restrictions). The Post-Combination
Company is still in the process of negotiating the final terms of the SEAS with DTC and intends to file the SEAS as an exhibit to its
Form 20-F that will be filed within four business days of the Closing.
In addition, and pursuant to the Non-Redemption Agreements, Ordinary
Share Subscription Agreements and Sponsor Ordinary Share Subscription Agreement, the Ordinary Subscribed Shares, Incentive Shares and
Sponsor Ordinary Subscribed Shares will be entitled to registration rights. Such Ordinary Subscribed Shares and Incentive Shares are not
anticipated to be subject to any lock-up restrictions. The Sponsor Ordinary Subscribed Shares to be purchased by Sponsor (or its affiliates)
will be subject to lock-up restrictions. Thus, upon the effectiveness of any registration statement that the Post-Combination Company
files pursuant to the Non-Redemption Agreements, the Ordinary Shares Subscription Agreements and Sponsor Ordinary Shares Subscription
Agreement, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 promulgated
under the Securities Act, and the expiration of any applicable lock-up restrictions the Committed Stockholders, the PIPE Investors and
Sopnsor (or its affiliates), and certain other significant shareholders, may sell large amounts of the Post-Combination Company Public
Securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the
trading price of the Post-Combination Company Public Securities or putting significant downward pressure on the price of the Post-Combination
Company Public Securities. For more information on restrictions applicable to certain of the Post-Combination Company Securities, see
the section of the Definitive Proxy Statement entitled “Shares Eligible for Future Sale ”.
The Post-Combination Company cannot predict the size of future issuances
of the Post-Combination Company Public Securities or the effect, if any, that future issuances and sales of shares of the Post-Combination
Company Public Securities will have on the market price of the Post-Combination Company Public Securities. Sales of substantial amounts
of the Post-Combination Company Public Securities (including those issued in connection with the Business Combination, the Non-Redemption,
and the PIPE Investment), or the perception that such sales could occur, may adversely affect prevailing market prices of the Post-Combination
Company Public Securities.
U.K. City Code on Takeovers and Mergers
As previously disclosed, the U.K. City Code on Takeovers and Mergers
(the “UK Takeover Code”) is expected to apply to the Post-Combination Company. The UK Takeover Code currently applies,
among other things, (i) to an offer for a public company whose registered office is in the United Kingdom, the Channel Islands or
the Isle of Man and whose securities are admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom
or any stock exchange in the Channel Islands or the Isle of Man, or (ii) if the company is a public company and is considered by
the Panel on Takeovers and Mergers (the “Takeover Panel”), to have its place of central management and control in the
United Kingdom or the Channel Islands or the Isle of Man (in each case, a “UK Code Company”).
Upon completion of the Business Combination, the Post-Combination Company
expects a majority of its Board to reside in the United Kingdom. Therefore, based upon its current and intended plans for its directors
and management and the current provisions of the UK Takeover Code, the Post-Combination Company anticipates that it will be a UK Code
Company. The implications of this have previously been disclosed.
On July 31, 2024, the Takeover Panel closed a consultation (PCP
2024/1) on a proposal to narrow the scope of the UK Takeover Code such that it would cease to apply to public companies referred to in
sub-paragraph (ii) above (being public companies that have their place of central management and control in the United Kingdom or
the Channel Islands or the Isle of Man but whose securities are not admitted to trading on a regulated market or a multilateral trading
facility in the United Kingdom or any stock exchange in the Channel Islands or the Isle of Man). If this proposal is adopted, it is expected
that it will come into force later in 2024.
If this proposal is implemented in the manner currently proposed, the
Post-Combination Company will become a “transition company” and, following a transitional period of three years from the date
of implementation of the new provisions, cease to be subject to the UK Takeover Code unless it otherwise satisfies the new jurisdictional
requirements by, for example, having its securities admitted to trading on a regulated market in the United Kingdom. During the three-year
transition period, the UK Takeover Code will continue to apply to the Post-Combination Company as previously disclosed. In particular,
during the transition period, Rule 9 of the UK Takeover Code will continue to apply to the Post-Combination Company and any acquisition
of Ordinary Shares by members of the CorpAcq Concert Party would be subject to the provisions of Rule 9 save to the extent that the
Takeover Panel agrees to waive any obligation that may arise.
Following admission to listing and assuming the issue of both the Incentive
Shares in connection with the Non-Redemption and the PIPE Investment, the maximum number of Earnout Shares, and 1.5 million Sponsor Ordinary
Subscribed Shares are issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000 (taking into account the Additional Sponsor
Forfeiture as described under “Non-Redemption Agreements—Additional Sponsor Forfeiture” of this Item 8.01), the
members of the CorpAcq Concert Party will be interested in Post-Combination Company Ordinary Shares, representing the percentage voting
rights of the Post-Combination Company, as indicated below:
| Redemption Scenario |
|
No. of Post-
Combination
Company Ordinary
Shares on admission
to listing |
|
|
Percentage of
Voting Rights of
Post-Combination
Company on
admission to
listing |
|
| No Net Redemption Scenario |
|
|
60,195,628 |
|
|
|
35.0 |
% |
| $500 Million Redemption Scenario |
|
|
68,676,722 |
|
|
|
39.8 |
% |
| Contractual Maximum Redemption Scenario |
|
|
74,294,963 |
|
|
|
44.7 |
% |
Following admission to listing, the members of the CorpAcq Concert
Party will also be interested in 15,000,000 Post-Combination Company Class C-2 Shares.
In addition, the maximum number of share awards and/or option awards
to be held by members of the CorpAcq Concert Party in or over Post-Combination Company Ordinary A1 Shares and Post-Combination Company
Class C-2 Shares under the Incentive Plans is currently expected to be 24,505,569.
Assuming (i) full vesting and conversion of the Earnout Shares;
(ii) the conversion of all Post- Combination Company Class C-2 Shares directly or indirectly into Post-Combination Company Ordinary
A1 Shares on a 1:1 basis, including any acquired under the Incentive Plans; (iii) all Post-Combination Company Ordinary A1 Shares
available under the Incentive Plans are acquired only by those members of the CorpAcq Concert Party who are able to participate under
those plans (which will not be the case in practice); and (iv) that no other person converts any convertible securities or exercises
any options or any other right to acquire shares in the Post-Combination Company, the members of the CorpAcq Concert Party would be interested
in Post-Combination Company Ordinary Shares, representing the percentage voting rights of the Post-Combination Company, as indicated below:
| Redemption Scenario |
|
No. of Post-Combination
Company Ordinary Shares
in the enlarged share
capital |
|
|
Percentage of Voting Rights of
Post-Combination Company
in the enlarged share capital |
|
| No Net Redemption Scenario |
|
|
87,903,509 |
|
|
|
35.8 |
% |
| $500 Million Redemption Scenario |
|
|
96,453,174 |
|
|
|
39.1 |
% |
| Contractual Maximum Redemption Scenario |
|
|
101,442,676 |
|
|
|
42.3 |
% |
The table set out below assumes the No Net Redemption Scenario and
shows the respective individual interests in Post-Combination Company Ordinary Shares of members of the CorpAcq Concert Party: (a) on
admission to listing, and (b) assuming (i) the vesting and conversion of the Earnout Shares, (ii) the conversion of Post-Combination
Company Class C-2 Shares directly or indirectly into Post-Combination Company Ordinary A1 Shares, including any acquired under the
Incentive Plans, and (iii) all Post- Combination Company Ordinary A1 Shares available under the Incentive Plans are acquired by those
members of the CorpAcq Concert Party who are able to participate under those plans.
No Net Redemption Scenario
|
Name |
|
No. of Post-
Combination
Company
Ordinary Shares
on admission to
listing(1) |
|
|
Percentage of
Post- Combination
Company
Ordinary
Shares on
admission to
listing(1) |
|
|
No. of Post-
Combination
Company
Ordinary
Shares in the
enlarged
voting
rights(2) |
|
|
Percentage of
Post-
Combination
Company
Ordinary
Shares in the
enlarged voting
rights(2) |
|
| Orange UK Holdings Limited |
|
|
51,094,529 |
|
|
|
29.7 |
% |
|
|
60,015,377 |
|
|
|
24.4 |
% |
| Kathy Parums |
|
|
2,061,387 |
|
|
|
1.2 |
% |
|
|
2,421,295 |
|
|
|
1.0 |
% |
| David Martin(3) |
|
|
1,542,955 |
|
|
|
0.9 |
% |
|
|
1,812,347 |
|
|
|
0.7 |
% |
| Trustee of the CorpAcq Limited Employee Benefit Trust |
|
|
5,496,757 |
|
|
|
3.2 |
% |
|
|
— |
|
|
|
— |
|
| Awards assumed to be granted by CorpAcq Group Plc outside of the Equity Plans to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
6,456,463 |
(4) |
|
|
2.6 |
%(4) |
| Awards to be granted under the Omnibus Incentive Plan to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
17,198,027 |
(5) |
|
|
7.0 |
%(5) |
| TOTAL |
|
|
60,195,628 |
|
|
|
35.0 |
% |
|
|
87,903,509 |
|
|
|
35.8 |
% |
| (1) | Represents Post-Combination Company Ordinary Shares to be received by CorpAcq Shareholders as part of
the Closing Seller Share Consideration and assumes that the maximum number of Earnout Shares are issued to all Sellers. |
| (2) | Assumes (i) full vesting and conversion of the Earnout Shares; (ii) the conversion of all Post-
Combination Company Class C-2 Shares directly or indirectly into Post-Combination Company Ordinary A1 Shares on a 1:1 basis, including
any acquired under the Equity Plans; (iii) all Post- Combination Company Shares available under those Equity Plans are acquired only
by those members of the CorpAcq Concert Party who are able to participate under those plans (which will not be the case in practice and
is included solely to illustrate the maximum interests of those members); and (iv) that no other person converts any convertible
securities or exercises any options or any other right to acquire shares in the Post-Combination Company. |
| (3) | Includes the interests of David Martin’s wife and son. |
| (4) | The allocation of awards by CorpAcq Group Plc under this arrangement will not be known until post- admission
to listing. The potential beneficiaries are employees of CorpAcq Limited and their relatives and dependants and include David Martin,
Stephen Scott, Nicholas Cattell and Stuart Kissen, but exclude Simon Orange and companies controlled by him and persons closely associated
with him. The Trustee cannot, and will not, receive any awards under the arrangement. It is assumed for the purpose of this disclosure
that all awards will be made to those members of the CorpAcq Concert Party who are eligible to participate in this arrangement (which
will not be the case in practice and is included solely to illustrate the maximum interests of those members). |
| (5) | The Omnibus Incentive Plan is an incentive scheme pursuant to which various types of US style share incentive
awards can be made. Its potential beneficiaries include David Martin, Stephen Scott, Nicholas Cattell, Stuart Kissen and Simon Orange.
It is assumed for the purpose of this disclosure that all awards under the Omnibus Incentive Plan will be made to those members of the
CorpAcq Concert Party (which will not be the case in practice and is included solely to illustrate the maximum interests of those members).
Again, the Trustee cannot, and will not, receive any awards under this scheme. |
The table set out below assumes the $500 Million in Trust Redemption
Scenario and shows the respective individual interests in Post-Combination Company Ordinary Shares of members of the CorpAcq Concert Party:
(a) on admission to listing, and (b) assuming (i) the vesting and conversion of the Earnout Shares, (ii) the conversion
of Post-Combination Company Class C-2 Shares directly or indirectly into Post- Combination Company Ordinary A1 Shares, including
any acquired under the Equity Plans, and (iii) all Post-Combination Company Ordinary A1 Shares available under the Equity Plans are
acquired by those members of the CorpAcq Concert Party who are able to participate under those plans.
$500 Million Redemption Scenario
|
Name |
|
No. of Post-
Combination
Company
Ordinary Shares
on admission to
listing(1) |
|
|
Percentage of
Post-
Combination
Company
Ordinary
Shares on
admission to
listing(1) |
|
|
No. of Post-
Combination
Company
Ordinary
Shares in the
enlarged
voting
rights(2) |
|
|
Percentage of
Post-
Combination
Company
Ordinary
Shares in the
enlarged voting
rights(2) |
|
| Orange UK Holdings Limited |
|
|
58,286,979 |
|
|
|
33.8 |
% |
|
|
67,206,669 |
|
|
|
27.3 |
% |
| Kathy Parums |
|
|
2,351,564 |
|
|
|
1.4 |
% |
|
|
2,711,425 |
|
|
|
1.1 |
% |
| David Martin(3) |
|
|
1,760,152 |
|
|
|
1.0 |
% |
|
|
2,029,510 |
|
|
|
0.8 |
% |
| Trustee of the CorpAcq Limited Employee Benefit Trust |
|
|
6,278,026 |
|
|
|
3.6 |
% |
|
|
— |
|
|
|
— |
|
| Awards assumed to be granted by CorpAcq Group Plc outside of the Equity Plans to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
7,238,756 |
(4) |
|
|
2.9 |
%(4) |
| Awards to be granted under the Omnibus Incentive Plan to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
17,266,813 |
(5) |
|
|
7.0 |
%(5) |
| TOTAL |
|
|
68,676,722 |
|
|
|
39.8 |
% |
|
|
96,453,174 |
|
|
|
39.1 |
% |
| (1) | Represents Post-Combination Company Ordinary Shares to be received by CorpAcq Shareholders as part of
the Closing Seller Share Consideration and assumes that the maximum number of Earnout Shares are issued to all Sellers. |
| (2) | Assumes (i) full vesting and conversion of the Earnout Shares; (ii) the conversion of all Post-
Combination Company Class C-2 Shares directly or indirectly into Post-Combination Company Ordinary A1 Shares on a 1:1 basis, including
any acquired under the Equity Plans; (iii) all Post-Combination Company Shares available under those Equity Plans are acquired only
by those members of the CorpAcq Concert Party who are able to participate under those plans (which will not be the case in practice and
is included solely to illustrate the maximum interests of those members); and (iv) that no other person converts any convertible
securities or exercises any options or any other right to acquire shares in the Post-Combination Company. |
| (3) | Includes the interests of David Martin’s wife and son. |
| (4) | The allocation of awards by CorpAcq Group Plc under this arrangement will not be known until post- admission
to listing. The potential beneficiaries are employees of CorpAcq Limited and their relatives and dependants and include David Martin,
Stephen Scott, Nicholas Cattell and Stuart Kissen but exclude Simon Orange and companies controlled by him and persons closely associated
with him. The Trustee cannot, and will not, receive any awards under the arrangement. It is assumed for the purpose of this disclosure
that all awards will be made to those members of the CorpAcq Concert Party who are eligible to participate in this arrangement (which
will not be the case in practice and is included solely to illustrate the maximum interests of those members). |
| (5) | The Omnibus Incentive Plan is an incentive scheme pursuant to which various types of US style share incentive
awards can be made. Its potential beneficiaries include David Martin, Stephen Scott, Nicholas Cattell, Stuart Kissen and Simon Orange.
It is assumed for the purpose of this disclosure that all awards under the Omnibus Incentive Plan will be made to those members of the
CorpAcq Concert Party (which will not be the case in practice and is included solely to illustrate the maximum interests of those members).
Again, the Trustee cannot, and will not, receive any awards under this scheme. |
The table set out below assumes the Contractual Maximum Redemption
Scenario and shows the respective individual interests in Post-Combination Company Ordinary Shares of members of the CorpAcq Concert Party:
(a) on admission to listing, and (b) assuming (i) the vesting and conversion of the Earnout Shares, (ii) the conversion
of Post-Combination Company Class C-2 Shares directly or indirectly into Post- Combination Company Ordinary A1 Shares, including
any acquired under the Equity Plans, and (iii) all Post-Combination Company Ordinary A1 Shares available under the Equity Plans are
acquired by those members of the CorpAcq Concert Party who are able to participate under those plans.
Contractual Maximum Redemption Scenario
|
Name |
|
No. of Post-
Combination
Company
Ordinary Shares
on admission to
listing(1) |
|
|
Percentage of
Post-
Combination
Company
Ordinary
Shares on
admission to
listing(1) |
|
|
No. of Post-
Combination
Company
Ordinary
Shares in the
enlarged
voting rights(2) |
|
|
Percentage of
Post-
Combination
Company
Ordinary
Shares in the
enlarged voting
rights(2) |
|
| Orange UK Holdings Limited |
|
|
63,050,600 |
|
|
|
37.9 |
% |
|
|
71,969,506 |
|
|
|
30.0 |
% |
| Kathy Parums |
|
|
2,543,750 |
|
|
|
1.5 |
% |
|
|
2,903,579 |
|
|
|
1.2 |
% |
| David Martin(3) |
|
|
1,904,004 |
|
|
|
1.1 |
% |
|
|
2,173,338 |
|
|
|
0.9 |
% |
| Trustee of the CorpAcq Limited Employee Benefit Trust |
|
|
6,796,609 |
|
|
|
4.1 |
% |
|
|
— |
|
|
|
— |
|
| Awards assumed to be granted by CorpAcq Group Plc outside of the Equity Plans to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
7,758,033 |
(4) |
|
|
3.2 |
%(4) |
| Awards to be granted under the Omnibus Incentive Plan to eligible members of the CorpAcq Concert Party |
|
|
— |
|
|
|
— |
|
|
|
16,638,220 |
(5) |
|
|
6.9 |
%(5) |
| TOTAL |
|
|
74,294,963 |
|
|
|
44.7 |
% |
|
|
101,442,676 |
|
|
|
42.3 |
% |
| (1) | Represents Post-Combination Company Ordinary Shares to be received by CorpAcq Shareholders as part of
the Closing Seller Share Consideration and assumes that the maximum number of Earnout Shares are issued to all Sellers. |
| (2) | Assumes (i) full vesting and conversion of the Earnout Shares; (ii) the conversion of all Post-
Combination Company Class C-2 Shares directly or indirectly into Post-Combination Company Ordinary A1 Shares on a 1:1 basis, including
any acquired under the Equity Plans; (iii) all Post- Combination Company Shares available under those Equity Plans are acquired only
by those members of the CorpAcq Concert Party who are able to participate under those plans (which will not be the case in practice and
is included solely to illustrate the maximum interests of those members); and (iv) that no other person converts any convertible
securities or exercises any options or any other right to acquire shares in the Post-Combination Company. |
| (3) | Includes the interests of David Martin’s wife and son. |
| (4) | The allocation of awards by CorpAcq Group Plc under this arrangement will not be known until post- admission
to listing. The potential beneficiaries are employees of CorpAcq Limited and their relatives and dependants and include David Martin,
Stephen Scott, Nicholas Cattell and Stuart Kissen but exclude Simon Orange and companies controlled by him and persons closely associated
with him. The Trustee cannot, and will not, receive any awards under the arrangement. It is assumed for the purpose of this disclosure
that all awards will be made to those members of the CorpAcq Concert Party who are eligible to participate in this arrangement (which
will not be the case in practice and is included solely to illustrate the maximum interests of those members). |
| (5) | The Omnibus Incentive Plan is an incentive scheme pursuant to which various types of US style share incentive
awards can be made. Its potential beneficiaries include David Martin, Stephen Scott, Nicholas Cattell, Stuart Kissen and Simon Orange.
It is assumed for the purpose of this disclosure that all awards under the Omnibus Incentive Plan will be made to those members of the
CorpAcq Concert Party (which will not be the case in practice and is included solely to illustrate the maximum interests of those members).
Again, the Trustee cannot, and will not, receive any awards under this scheme. |
Following admission and in each of the No Redemption Scenario, the
$500 Million in Trust Redemption Scenario and the Contractual Maximum Redemption Scenario, the members of the CorpAcq Concert Party will
be interested in shares carrying more than 30% of the voting rights of the Post- Combination Company but will not hold shares carrying
more than 50% of the voting rights of the Post- Combination Company. For so long as they continue to be acting in concert, any increase
in their aggregate interest in shares will be subject to the provisions of Rule 9.
The exercise by members of the CorpAcq Concert Party of options under
the Equity Plans, the acquisition of Post-Combination Company Ordinary A1 Shares under the Equity Plans and the vesting and conversion
of the Earnout Shares and the conversion of their Post-Combination Company Class C-2 Shares directly or indirectly into Post-Combination
Company Ordinary A1 Shares would normally trigger an obligation for an offer to be made under Rule 9. However, the Panel has agreed
to waive this obligation such that there will be no requirement for an offer to be made in respect of the exercise of such options, acquisition
of such shares or conversion of such Post-Combination Company Class C-2 Shares.
Beneficial Ownership of Post-Combination Company Securities
The following table shows the beneficial ownership of Post-Combination
Company Ordinary Shares and Exchangeable Units following the consummation of the Business Combination, taking into account the proposed
Additional Sponsor Forfeiture, excluding the impact of the issuance of any Post-Combination Company securities in connection with any
Additional Capital Raising Transactions, and assuming an aggregate maximum of 15 million Incentive Shares are issued pursuant to Ordinary
Shares Subscription Agreements for an aggregate PIPE Subscription Purchase Price of $350,000,000 and 1.5 million Sponsor Ordinary Subscribed
Shares are issued for an aggregate Sponsor Subscription Purchase Price of $15,000,000, by:
| · | each person known to PubCo who will beneficially own more than 5% of the Post-Combination Company Ordinary Shares and Exchangeable
Units issued and outstanding immediately after the consummation of the Business Combination; |
| · | each person who will become an executive officer or a director of PubCo upon consummation of the Business Combination; and |
| · | all of the executive officers and directors of the PubCo as a group upon consummation of the Business Combination. |
Unless otherwise indicated, PubCo believes that all persons named in
the table have sole voting and investment power with respect to all shares beneficially owned by them. Except as otherwise noted herein,
the number and percentage of Post-Combination Company Ordinary Shares beneficially owned is determined in accordance with Rule 13d-3
of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any Post- Combination Company Ordinary Shares as to which the holder has sole or shared voting power or
investment power and also any Post-Combination Company Ordinary Shares which the holder has the right to acquire within 60 days of the
date of this Current Report through the exercise of any option, warrant or any other right.
The expected beneficial ownership of Post-Combination Company Ordinary
Shares and Exchangeable Units following the Business Combination, taking into account the proposed Additional Sponsor Forfeiture, excluding
the impact of the issuance of any Post-Combination Company securities in connection with any Additional Capital Raising Transactions,
and assuming an aggregate maximum of 15 million Incentive Shares are issued pursuant to Ordinary Shares Subscription Agreements for an
aggregate PIPE Subscription Purchase Price of $350,000,000 and 1.5 million Sponsor Ordinary Subscribed Shares are issued for an aggregate
Sponsor Subscription Purchase Price of $15,000,000, is based on (i) an aggregate of approximately 172.0 million, 172.7 million and
166.4 million outstanding Post-Combination Company Ordinary Shares and Exchangeable Units, excluding the impact of Post-Combination Company
Class C Shares and/or Post-Combination Company Warrants and (ii) an aggregate of approximately 228.6 million, 229.3 million
and 223.0 million outstanding Post-Combination Company Ordinary Shares and Exchangeable Units, including the impact of Post-Combination
Company Class C Shares and/or Post-Combination Company Warrants.
In each of the No Net Redemption Scenario, the $500 Million Redemption
Scenario and the Contractual Maximum Redemption Scenario, the expected beneficial ownership percentages in the below table (i) assume
that the Incremental Earnout Shares and the Base Earnout Shares vest within 60 days of the Closing date and (ii) exclude the impact
of the Post-Combination Company Ordinary A1 Shares that may be issued under the Equity Plans after they become effective at Closing.
Unless otherwise noted, the business address of each beneficial owner
is 1 Goose Green, Altrincham, Cheshire WA14 1DW, United Kingdom.
| |
|
No Net Redemption Scenario |
|
| |
|
Post-Combination
Company Ordinary
Shares |
|
|
Exchangeable Units |
|
|
Total Post-Combination
Ordinary Shares and
Exchangeable Units |
|
|
Total Post-Combination
Ordinary Shares and
Exchangeable Units,
assuming exercise of all
Post-Combination
Company Warrants
and/or Post-Combination
Company C Shares |
|
Name of Beneficial
Owner |
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
| Executive Officers and Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simon Orange(1)(2) |
|
|
51.1 |
|
|
|
29.7 |
% |
|
|
— |
|
|
|
— |
|
|
|
51.1 |
|
|
|
29.7 |
% |
|
|
60.0 |
(3) |
|
|
26.3 |
% |
| David Martin(4)(5) |
|
|
1.5 |
|
|
|
* |
% |
|
|
— |
|
|
|
— |
|
|
|
1.5 |
|
|
|
0.9 |
% |
|
|
1.8 |
(6) |
|
|
* |
|
| Nicholas Cattell(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stephen Scott(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stuart Kissen(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Michael Klein(7)(8) |
|
|
1.5 |
|
|
|
* |
% |
|
|
11.7 |
|
|
|
6.8 |
% |
|
|
13.2 |
|
|
|
7.7 |
% |
|
|
27.2 |
(9) |
|
|
11.9 |
% |
| Stephen Murphy(10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| All directors and executive officers as a group (7 individuals) |
|
|
54.1 |
|
|
|
31.5 |
% |
|
|
11.7 |
|
|
|
6.8 |
% |
|
|
65.8 |
|
|
|
38.3 |
% |
|
|
89.0 |
|
|
|
38.9 |
% |
| Five Percent or More Holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Churchill Sponsor VII LLC (and its affiliates) (7) |
|
|
1.5 |
|
|
|
* |
% |
|
|
11.7 |
|
|
|
6.8 |
% |
|
|
13.2 |
|
|
|
7.7 |
% |
|
|
27.2 |
(9) |
|
|
11.9 |
% |
| Orange UK Holdings Limited(1) |
|
|
51.1 |
|
|
|
29.7 |
% |
|
|
— |
|
|
|
— |
|
|
|
51.1 |
|
|
|
33.2 |
% |
|
|
60.0 |
(3) |
|
|
26.3 |
% |
* Less
than one percent
| (1) | Consists of approximately (i) 37.5 million Post-Combination Company Ordinary A1 Shares (ii) 4.8
million Post-Combination Company Ordinary A2 Shares, and (iii) 8.8 million Post-Combination Company Ordinary A3 Shares. |
| (2) | Simon Orange is the controlling shareholder of Orange UK Holdings Limited. The shares owned by Orange
UK Holdings Limited may also be deemed to be beneficially owned by Mr. Orange. |
| (3) | Consists of approximately 8.9 million Post-Combination Company Class C-2 Shares. |
| (4) | Consists of approximately (i) 1.1 million Post-Combination Company Ordinary A1 Shares, (ii) 0.1
million Post-Combination Company Ordinary A2 Shares, and (iii) 0.3 million Post-Combination Company Ordinary A3 Shares. |
| (5) | Such individual may be deemed to have a pecuniary interest in securities held by an employee benefit trust
(the “EBT”), even though such individual is not the “beneficial owner,” as defined in the Exchange Act,
of such securities. The EBT will beneficially own less than 5% of the outstanding securities of the Post-Combination Company, and as such
the EBT is not included in this table. |
| (6) | Consists of approximately 0.3 million Post-Combination
Company Class C-2 Shares. |
|
(7) |
Consists of approximately 8.0 million Exchangeable Units consisting of
a Post-Combination Company B Share and a BermudaCo Series B-1 Share, no Exchangeable Units consisting of a Post-Combination
Company B Share and BermudaCo Series B-2 Share (Base Vesting Shares) and approximately 3.7 million Exchangeable Units consisting
of a Post-Combination Company B Share and a BermudaCo Series B-3 Share (Earn-Out Vesting Shares). |
| (8) | Michael Klein is the controlling stockholder
of M. Klein Associates, Inc., which is the managing member of the Sponsor. The shares
beneficially owned by the Sponsor may also be deemed to be beneficially owned by Mr. Klein. |
| (9) | Includes 14 million Post-Combination
Company Class C-2 Shares. |
| |
(10) |
Stephen Murphy will have an economic interest in the Exchangeable Units
and Post-Combination Company Class C-2 Shares owned by Sponsor as a result of his membership interest in the Sponsor, but will
not beneficially own any Exchangeable Units or Post-Combination Company Class C-2 Shares. Such economic interest will include
(i) approximately 33,885 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo Series B-1
Share, (ii) no Exchangeable Units consisting of a Post-Combination Company B Share and BermudaCo Series B-2 Share (Base
Vesting Shares), (iii) approximately 15,665 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo
Series B-3 Share (Earn-Out Vesting Shares) and (iv) approximately 59,479 Post-Combination Company Class C-2 Shares.
Stephen Murphy will have no economic interest in the Post-Combination Company Ordinary A1 Shares to be issued in the PIPE Investment. |
| |
|
$500 Million Redemption
Scenario |
|
| |
|
Post-Combination
Company Ordinary
Shares |
|
|
Exchangeable Units |
|
|
Total Post-Combination
Ordinary Shares and
Exchangeable Units |
|
|
Total
Post-Combination
Ordinary Shares and
Exchangeable Units,
assuming exercise of all
Post-Combination
Company Warrants
and/or Post-Combination
Company C Shares |
|
Name of Beneficial
Owner |
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
| Executive Officers and Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simon Orange(1)(2) |
|
|
58.3 |
|
|
|
33.8 |
% |
|
|
— |
|
|
|
— |
|
|
|
58.3 |
|
|
|
33.8 |
% |
|
|
67.2 |
(3) |
|
|
29.3 |
% |
| David Martin(4)(5) |
|
|
1.8 |
|
|
|
1.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
1.8 |
|
|
|
1.0 |
% |
|
|
2.0 |
(6) |
|
|
* |
% |
| Nicholas Cattell(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stephen Scott(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stuart Kissen(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Michael Klein(7)(8) |
|
|
1.5 |
|
|
|
* |
% |
|
|
10.5 |
|
|
|
6.1 |
% |
|
|
12.0 |
|
|
|
6.9 |
% |
|
|
26.0 |
(9) |
|
|
11.3 |
% |
| Stephen Murphy(10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| All directors and executive officers as
a group (7 individuals) |
|
|
61.5 |
|
|
|
35.6 |
% |
|
|
10.5 |
|
|
|
6.1 |
% |
|
|
72.0 |
|
|
|
41.7 |
% |
|
|
95.2 |
|
|
|
41.5 |
% |
| Five Percent or More Holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Churchill Sponsor VII LLC (and its affiliates)
(7) |
|
|
1.5 |
|
|
|
* |
% |
|
|
10.5 |
|
|
|
6.1 |
% |
|
|
12.0 |
|
|
|
6.9 |
% |
|
|
26.0 |
(9) |
|
|
11.3 |
% |
| Orange UK Holdings Limited(1) |
|
|
58.3 |
|
|
|
33.8 |
% |
|
|
— |
|
|
|
— |
|
|
|
58.3 |
|
|
|
33.8 |
% |
|
|
67.2 |
(3) |
|
|
29.3 |
% |
* Less
than one percent
| (1) | Consists of approximately (i) 44.0 million Post-Combination Company Ordinary A1 Shares, (ii) 4.4
million Post-Combination Company Ordinary A2 Shares and (iii) 9.9 million Post-Combination Company Ordinary A3 Shares. |
| (2) | Simon Orange is the controlling shareholder of Orange UK Holdings Limited. The shares owned by Orange
UK Holdings Limited may also be deemed to be beneficially owned by Mr. Orange. |
| (3) | Consists of approximately 8.9 million Post-Combination Company Class C-2 Shares. |
| (4) | Consists of approximately (i) 1.3 million Post-Combination Company Ordinary A1 Shares, (ii) 0.1
million Post-Combination Company Ordinary A2 Shares and (iii) 0.3 million Post-Combination Company Ordinary A3 Shares. |
| (5) | Such individual may be deemed to have a pecuniary interest in securities held by the EBT, even though
such individual is not the “beneficial owner,” as defined in the Exchange Act, of such securities. The EBT will beneficially
own less than 5% of the outstanding securities of the Post-Combination Company, and as such the EBT is not included in this table. |
| (6) | Consists of approximately 0.3 million Post-Combination Company Class C-2 Shares. |
|
(7) |
Consists of approximately 7.4 million Exchangeable Units consisting of
a Post-Combination Company B Share and a BermudaCo Series B-1 Share, no Exchangeable Units consisting of a Post-Combination
Company B Share and BermudaCo Series B-2 Share (Base Vesting Shares) and approximately 3.1 million Exchangeable Units consisting
of a Post-Combination Company B Share and a BermudaCo Series B-3 Share (Earn-Out Vesting Shares). |
|
(8) |
Michael Klein is the controlling stockholder of M. Klein Associates, Inc.,
which is the managing member of the Sponsor. The shares beneficially owned by the Sponsor may also be deemed to be beneficially owned
by Mr. Klein. |
|
(9) |
Includes 14 million Post-Combination Company
Class C-2 Shares. |
|
(10) |
Stephen Murphy will have an economic interest in the Exchangeable Units
and Post-Combination Company Class C-2 Shares owned by Sponsor as a result of his membership interest in the Sponsor, but will
not beneficially own any Exchangeable Units or Post-Combination Company Class C-2 Shares. Such economic interest will include
(i) approximately 31,342 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo Series B-1
Share, (ii) no Exchangeable Units consisting of a Post-Combination Company B Share and BermudaCo Series B-2 Share (Base
Vesting Shares), (iii) approximately 13,123 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo
Series B-3 Share (Earn-Out Vesting Shares) and (iv) approximately 59,479 Post-Combination Company Class C-2 Shares.
Stephen Murphy will have no economic interest in the Post-Combination Company Ordinary A1 Shares to be issued in the PIPE Investment. |
| |
|
Contractual Maximum
Redemption Scenario |
|
| |
|
Post-Combination
Company Ordinary
Shares |
|
|
Exchangeable Units |
|
|
Total Post-Combination
Ordinary Shares and
Exchangeable Units |
|
|
Total Post-Combination
Ordinary Shares and
Exchangeable Units,
assuming exercise of all
Post-Combination
Company Warrants
and/or Post-Combination
Company C Shares |
|
Name of Beneficial
Owner |
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
|
Number
(millions) |
|
|
Percentage |
|
| Executive Officers and Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Simon Orange(1)(2) |
|
|
63.0 |
|
|
|
37.9 |
% |
|
|
— |
|
|
|
— |
|
|
|
63.0 |
|
|
|
37.9 |
% |
|
|
72.0 |
(3) |
|
|
32.3 |
% |
| David Martin(4)(5) |
|
|
1.9 |
|
|
|
1.1 |
% |
|
|
— |
|
|
|
— |
|
|
|
1.9 |
|
|
|
1.1 |
% |
|
|
2.2 |
(6) |
|
|
1.0 |
% |
| Nicholas Cattell(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stephen Scott(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Stuart Kissen(5) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Michael Klein(7)(8) |
|
|
1.5 |
|
|
|
* |
% |
|
|
8.8 |
|
|
|
5.3 |
% |
|
|
10.3 |
|
|
|
6.2 |
% |
|
|
24.3 |
(9) |
|
|
10.9 |
% |
| Stephen Murphy(10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| All directors and executive officers as a
group (7 individuals) |
|
|
66.5 |
|
|
|
39.9 |
% |
|
|
8.8 |
|
|
|
5.3 |
% |
|
|
75.3 |
|
|
|
45.3 |
% |
|
|
98.5 |
|
|
|
44.2 |
% |
| Five Percent or More Holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Churchill Sponsor VII LLC (and its affiliates)
(7) |
|
|
1.5 |
|
|
|
* |
% |
|
|
8.8 |
|
|
|
5.3 |
% |
|
|
10.3 |
|
|
|
6.2 |
% |
|
|
24.3 |
(9) |
|
|
10.9 |
% |
| Orange UK Holdings Limited(1) |
|
|
63.1 |
|
|
|
37.9 |
|
|
|
— |
|
|
|
— |
|
|
|
63.1 |
|
|
|
37.9 |
% |
|
|
72.0 |
(3) |
|
|
32.3 |
% |
* Less
than one percent
| (1) | Consists of approximately (i) 48.3 million
Post-Combination Company Ordinary A1 Shares (ii) 4.4 million Post-Combination Company
Ordinary A2 Shares and (iii) 10.4 million Post-Combination Company Ordinary A3 Shares. |
| (2) | Simon Orange is the controlling shareholder
of Orange UK Holdings Limited. The shares owned by Orange UK Holdings Limited may also be
deemed to be beneficially owned by Mr. Orange. |
| (3) | Consists of approximately 8.9 million Post-Combination
Company Class C-2 Shares. |
| (4) | Consists of approximately (i) 1.5 million
Post-Combination Company Ordinary A1 Shares (ii) 0.1 million Post-Combination Company
Ordinary A2 Shares and (iii) 0.3 million Post-Combination Company Ordinary A3 Shares. |
| (5) | Such individual may be deemed to have a pecuniary
interest in securities held by the EBT, even though such individual is not the “beneficial
owner,” as defined in the Exchange Act, of such securities. The EBT will beneficially
own less than 5% of the outstanding securities of the Post-Combination Company, and as such
the EBT is not included in this table. |
| (6) | Consists of approximately 0.3 million Post-Combination
Company Class C-2 Shares. |
| (7) | Consists of approximately 6.6 million Exchangeable
Units consisting of a Post-Combination Company B Share and a BermudaCo Series B-1
Share, no Exchangeable Units consisting of a Post-Combination Company B Share and BermudaCo
Series B-2 Share (Base Vesting Shares) and approximately 2.3 million Exchangeable Units
consisting of a Post-Combination Company B Share and a BermudaCo Series B-3 Share (Earn-Out
Vesting Shares). |
| (8) | Michael Klein is the controlling stockholder
of M. Klein Associates, Inc., which is the managing member of the Sponsor. The shares
beneficially owned by the Sponsor may also be deemed to be beneficially owned by Mr. Klein. |
| (9) | Includes 14 million Post-Combination
Company Class C-2 Shares. |
| (10) |
Stephen Murphy will have an economic interest in the Exchangeable Units
and Post-Combination Company Class C-2 Shares owned by Sponsor as a result of his membership interest in the Sponsor, but will
not beneficially own any Exchangeable Units or Post-Combination Company Class C-2 Shares. Such economic interest will include
(i) approximately 27,832 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo Series B-1
Share, (ii) no Exchangeable Units consisting of a Post-Combination Company B Share and BermudaCo Series B-2 Share (Base
Vesting Shares), (iii) approximately 9,613 Exchangeable Units consisting of a Post-Combination Company B Share and a BermudaCo
Series B-3 Share (Earn-Out Vesting Shares) and (iv) approximately 59,479 Post-Combination Company Class C-2 Shares.
Stephen Murphy will have no economic interest in the Post-Combination Company Ordinary A1 Shares to be issued in the PIPE Investment. |
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.
The post-effective amendment to the Registration Statement on Form F-4
filed by CorpAcq Group Plc in respect of the Business Combination was declared effective by the SEC on June 20, 2024 and includes
the Definitive Proxy Statement which was made available to Churchill’s stockholders and public warrant holders in connection with
Churchill’s solicitation for proxies for the vote by Churchill’s stockholders and public warrant holders in connection with
the Business Combination and other matters described in the Definitive Proxy Statement, as well as the prospectus relating to the offer
and sale of securities to be issued by CorpAcq Group Plc to Churchill’s stockholders and public warrant holders in connection with
the Closing.
Before making any voting or other investment decisions, Churchill’s
stockholders and public warrant holders and other interested persons are advised to read the Definitive Proxy Statement, in connection
with Churchill’s solicitation of proxies for its Stockholder Special Meeting and its Warrant Holder Meeting, as well as other documents
filed with the SEC by Churchill or CorpAcq Group Plc in connection with the Business Combination and any amendments thereto, as these
documents contain important information about CorpAcq, CorpAcq Group Plc, Churchill and the Business Combination.
Churchill first mailed the Definitive Proxy Statement and other relevant
documents to its stockholders and public warrant holders as of the June 18, 2024 on or about June 20, 2024. Stockholders and
public warrant holders may also obtain a copy of the Definitive Proxy Statement, as well as other documents filed by Churchill or CorpAcq
Group Plc 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 and CorpAcq have based the forward-looking statements on their 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 Closing. 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’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 and CorpAcq.
The forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Churchill 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 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 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 is not obtained; the risk that stockholders of Churchill
could elect to have their shares redeemed by Churchill, leading to either Churchill failing to satisfy continued listing requirements
for Nasdaq Global Market or Churchill having insufficient cash to complete the Business Combination; the outcome of any legal proceedings
that may be instituted against CorpAcq or Churchill; changes in applicable laws or regulations; the ability of Churchill or CorpAcq Group
Plc to issue equity or equity linked securities in connection with the Business Combination 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 Definitive Proxy Statement, as may be further amended
from time to time, and other documents filed, or to be filed, with the SEC by Churchill or CorpAcq Group Plc. If any of these risks materialize
or CorpAcq’s, CorpAcq Group Plc’s or Churchill’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 presently know or that CorpAcq, CorpAcq Group Plc and Churchill 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’s expectations and views as of the
date of this Current Report. CorpAcq, CorpAcq Group Plc’s and Churchill anticipate that subsequent events and developments will
cause CorpAcq’s, CorpAcq Group Plc’s and Churchill’s assessments to change. However, while CorpAcq, CorpAcq Group Plc
and Churchill may elect to update these forward-looking statements at some point in the future, CorpAcq, CorpAcq Group Plc and Churchill
specifically disclaim any obligation to do so. The forward-looking statements should not be relied upon as representing CorpAcq, CorpAcq
Group Plc’s and Churchill’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 is not an investment
in any of CorpAcq’s, CorpAcq Group Plc’s or Churchill’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, Churchill Sponsor VII LLC and
their respective directors and executive officers may be deemed participants in the solicitation of proxies from Churchill’s stockholders
and public warrant holders with respect to the Business Combination. A list of the names of Churchill’s directors and executive
officers and a description of their interests in Churchill is set forth in certain filings with the SEC, including (but not limited to)
the following: (1) the Definitive Proxy Statement (https://www.sec.gov/Archives/edgar/data/1828248/000110465924073479/tm2417668-1_defm14a.htm)
(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 with the SEC on April 1, 2024 (https://www.sec.gov/Archives/edgar/data/1828248/000141057824000414/cvii-20231231x10k.htm)
(and specifically, the following sections: "Item 1A. Risk Factors"; "Item 10. Directors, Executive Officers and Corporate
Governance"; "Item 11. Executive Compensation"; "Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters"; "Item 13. Certain Relationships and Related Transactions, and Director Independence"
and "Item 15. Exhibits and Financial Statement Schedules-Note 5. Related Party Transactions"), (3) the Form 10-Qs
filed by Churchill with the SEC on May 10, 2023 (https://www.sec.gov/Archives/edgar/data/1828248/000141057823000982/cvii-20230331x10q.htm),
August 9, 2023 (https://www.sec.gov/Archives/edgar/data/1828248/000141057823001631/cvii-20230630x10q.htm), November 9, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1828248/000141057823002315/cvii-20230930x10q.htm) and May 3, 2024 (https://www.sec.gov/Archives/edgar/data/1828248/000141057824000589/cvii-20240331x10q.htm)
(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 with the SEC on August 7, 2023 (https://www.sec.gov/Archives/edgar/data/1828248/000110465923087944/tm2322945d1_8k.htm)
(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 with the SEC on December 26, 2023 (https://www.sec.gov/ix?doc=/Archives/edgar/data/1828248/000110465923129191/tm2333487d1_8k.htm)
(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 with the SEC on January 22, 2024 (https://www.sec.gov/Archives/edgar/data/1828248/000110465924005304/tm2333205-2_def14a.htm)
(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 are 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.
Exhibit 99.1
Definitions
“2024 Facilities” means the Facilities Agreement,
dated January 19, 2024 with CorpAcq Limited as Borrower and the other parties thereto.
“Additional Shares” means 10% of the sum of (A) the
Post-Combination Company Ordinary A1 Shares in issue immediately after Closing, (B) the Post-Combination Company Ordinary A1 Shares
comprising the Incremental Share Consideration, if any, (C) any vested Post-Combination Company Ordinary A2 Shares (to the extent
not redeemed for Post-Combination Company Ordinary A1 Shares), (D) any Post-Combination Company Ordinary A1 Shares issued following
redemption of vested Post-Combination Company Ordinary A2 Shares, (E) any vested Post-Combination Company Ordinary A3 Shares (to
the extent not redeemed for Post-Combination Company Ordinary A1 Shares), (F) any Post- Combination Company Ordinary A1 Shares issued
following redemption of vested Post-Combination Company Ordinary A3 Shares, (G) the number of Post-Combination Company Ordinary A1
Shares that would have been issued immediately after and in connection with the Closing (the “Relevant Time”) had the
BermudaCo Series B-1 Shares been converted into such shares immediately prior to the Relevant Time, (H) the number of Post-Combination
Company Ordinary A1 Shares that would be issued in exchange for any vested BermudaCo Series B-2 Shares or vested BermudaCo Series B-3
Shares if such exchange were to occur immediately following such vesting, and (I) any other shares in the Post-Combination Company
outstanding as of the Relevant Time, but only to the extent that such shares are convertible, exercisable or redeemable into Post-Combination
Company Ordinary A1 Shares.
“Available Cash Amount” means all available cash
and cash equivalents of Churchill and its subsidiaries, including all amounts in the Trust Account (net of Churchill Stockholder Redemptions),
plus the Churchill Facilitated Financing Amount, if any, in each case calculated as of immediately prior to Closing.
“BermudaCo Redeemable Shares” means those certain
BermudaCo Series B-1 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares to be issued to Sponsor.
“BermudaCo Series B-1 Shares” means the series
B-1 ordinary shares, par value $0.000001 per share of BermudaCo.
“BermudaCo Series B-2 Shares” means the series
B-2 ordinary shares, par value $0.000001 per share of BermudaCo.
“BermudaCo Series B-3 Shares” means the series
B-3 ordinary shares, par value $0.000001 per share of BermudaCo.
“Churchill Facilitated Financing Amount” means the
aggregate amount of cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries
in connection with any capital raising transactions (whether debt, equity or otherwise) consummated following the date of the Merger Agreement
through and including the day that is 30 days following the Closing (any such qualifying amounts received after the Closing, the “Delayed
Financing Amount”), to the extent such cash or cash equivalents are:
| · | received or committed in exchange for the issuance of securities of PubCo, the Post-Combination Company or Churchill, as applicable;
or |
| · | received as proceeds of a debt financing transaction or committed to in connection with a debt facility, in any such case with an
aggregate principal amount in excess of £200 million, in which case only the excess above £200 million shall be part of the
Churchill Facilitated Financing Amount; |
provided, that the Churchill Facilitated Financing Amount excludes
such cash and cash equivalents from the following types of transactions:
| · | in capital raising transactions with any holders of shares of CorpAcq (if any); |
| · | in a debt financing transaction that is consummated between the date of the Merger Agreement and the Closing, but solely to the extent
that such proceeds are actually utilized to consummate certain permitted acquisitions by CorpAcq pursuant to the Merger Agreement prior
to Closing; or |
| · | in a debt financing transaction entered into in the ordinary course of business by a subsidiary of CorpAcq, but solely to the extent
that such proceeds are utilized by such subsidiary for the operations of such subsidiary and are not utilized for or distributed to CorpAcq
or any other subsidiary of CorpAcq. |
“Churchill Facilitated Refinancing Amount” means
$128.6 million of the 2024 Facilities minus (i) $34.2 million and (ii) any other portion of such amount that is actually utilized
by CorpAcq to consummate an acquisition that has been previously approved (including as contemplated by the Merger Agreement) or otherwise
consented to by Churchill prior to Closing.
“Churchill Private Placement Warrants” means the
warrants held by the Sponsor, each of which is exercisable, at an exercise price of $11.50, for one share of Churchill Class A Common
Stock in accordance with its terms.
“Churchill Public Warrants” means the warrants included
in the units consisting of one share of Churchill Class A Common Stock and one-fifth of one Churchill Public Warrant in the Churchill
IPO, each of which is exercisable, at an exercise price of $11.50, for one share of Churchill Class A Common Stock in accordance
with its terms.
“Churchill Warrants” means, collectively, the Churchill
Private Placement Warrants and the Churchill Public Warrants.
“Closing Seller Cash Consideration” means cash
consideration to be paid to CorpAcq shareholders in connection with the CorpAcq Sale or Drag Along Sale being an amount in U.S. Dollars,
calculated as:
| · | the Available Cash Amount but calculated without giving effect to the Delayed Financing Amount; minus |
| · | the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus |
| · | any amounts necessary for CorpAcq to redeem in full the CorpAcq Preferred Shares in accordance with the CorpAcq Articles (the “CorpAcq
Preferred Redemption Amount”); minus |
| · | an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any
of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq or their affiliates (if any); minus |
| · | 99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount
as indicated by CorpAcq in its sole discretion). |
“Closing Seller Class C-2 Consideration” means
15,000,000 Post-Combination Company Class C-2 Shares to be issued to CorpAcq shareholders in connection with the CorpAcq Sale or
Drag Along Sale.
“Closing Seller Share Consideration” means a number
of Post-Combination Company Ordinary A1 Shares to be issued to CorpAcq shareholders in connection with the CorpAcq Sale or Drag Along
Sale, equal to:
| · | a number of Post-Combination Company Ordinary A1 Shares (rounded down to the nearest whole share) equal to (i) $803,822,000,
minus the Closing Seller Cash Consideration, divided by (ii) $10.00; and |
| · | if the Delivered Capital Adjustment Amount is a negative number, plus a number of Post-Combination Company Ordinary A1 Shares (rounded
down to the nearest whole share) equal to (x) the absolute value of the Delivered Capital Adjustment Amount, divided by (y) $10.00,
multiplied by (z) 50% (the “Incremental Share Consideration”). |
“CorpAcq Articles” means each of (a) the articles
of association of CorpAcq dated July 17, 2023 and which are current and effective as of the date hereof, and (b) the certificate
of incorporation of CorpAcq dated October 20, 2021.
“CorpAcq Preferred Shares” means preferred shares
of £1.00 each in the capital of CorpAcq.
“CorpAcq Sale” means the sale and transfer of all
of the Sellers’ ordinary shares of CorpAcq pursuant to the Merger Agreement.
“Delivered Capital Adjustment Amount” means an amount
calculated as (i) 12.5% multiplied by (ii) (1) the Delivered Capital Amount, minus (2) $592,000,000.
“Delivered Capital Amount” means, as may be adjusted
as provided in the Sponsor Agreement
| · | if the Available Cash Amount, including the Delayed Financing Amount as estimated pursuant to the Merger Agreement prior to Closing
(any such amount, the “Preliminary Delivered Capital Amount”), is less than or equal to $592,000,000, an amount equal
to the Preliminary Delivered Capital Amount; and |
| · | if the Preliminary Delivered Capital Amount is greater than $592,000,000 an amount equal to (i) the Preliminary Delivered Capital
Amount minus (ii) the lesser of (1) the Preliminary Delivered Capital Amount minus $592,000,000 and (2) (A) the
cash and cash equivalents held in the Trust Account immediately following the Churchill Stockholder Redemption minus (B) the
number of shares of Churchill Class A Common Stock outstanding after giving effect to the Churchill Stockholder Redemptions multiplied
by $10.00, |
provided, however, that the “Delivered Capital Amount”
shall not be greater than $850,000,000 nor less than an amount equal to the Available Cash Amount minus Transaction Expenses (as
defined in the Merger Agreement).
“Drag Along Sale” means, if necessary, the transfer
of any ordinary shares of CorpAcq held by CorpAcq shareholders that are not Sellers pursuant to the organizational documents of CorpAcq
following the CorpAcq Sale, such that PubCo will acquire 100% of the outstanding equity interests in CorpAcq in connection with the Business
Combination.
“Earnout Shares” means collectively, the Incremental
Earnout Shares and the Base Earnout Shares.
“Equity Plans” means each of the Omnibus Incentive
Plan and the Non Employee Plan.
“Exchangeable Units” means the BermudaCo Redeemable
Shares together with an equal number of Post-Combination Company B Shares.
“Founder Equity Retirement” means the forfeiture
by the Sponsor pursuant to the Sponsor Agreement, immediately following the CorpAcq Sale of the Retirement Founder Shares (as defined
in the Sponsor Agreement) and 18,600,000 Churchill Private Placement Warrants.
“Founder Equity Contribution” means the contribution
by the Sponsor pursuant to the Sponsor Agreement immediately following the Founder Equity Retirement, of its remaining Founder Shares
to BermudaCo.
“Founder Share Contribution” means the transfer
and contribution of the Sponsor’s remaining Founder Shares to BermudaCo in exchange for an equivalent number BermudaCo Redeemable
Shares immediately following the Founder Equity Retirement.
“Non Employee Plan” means the plan to be adopted
by PubCo prior to the Closing, pursuant to which non employees of the Post-Combination Company and its subsidiaries will be granted equity
awards.
“Omnibus Incentive Plan” means CorpAcq Group Plc
2024 Omnibus Incentive Plan.
“Post-Combination Company B Shares” means the B
shares of PubCo, nominal value $0.000001 per share.
“Post-Combination Company Class C Shares” means
Post-Combination Company Class C-1 Shares and Post-Combination Company Class C-2 Shares.
“Post-Combination Company Class C-1 Share”
means, assuming the Warrant Amendment Proposal is approved, a class C-1 share of the Post-Combination Company.
“Post-Combination Company Class C-2 Share”
means a class C-2 share of the Post-Combination Company.
“Post-Combination Company Ordinary A2 Shares” means
the ordinary A2 shares, nominal value $0.001 per share, of the Post-Combination Company.
“Post-Combination Company Ordinary A3 Shares” means
the ordinary A3 shares, nominal value $0.001 per share, of the Post-Combination Company.
“Post-Combination Company Ordinary Shares” means
collectively, Post-Combination Company Ordinary A1 Shares, Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary
A3 Shares.
“Post-Combination Company Private Placement Warrants”
means, assuming the Warrant Amendment Proposal is not approved or the applicable valuation report is not obtained prior to the Effective
Time, a warrant of the Post-Combination Company Warrant, which is exercisable, at an exercise price of $11.50, for one Post-Combination
Company Ordinary A1 Share on terms substantially similar to the Churchill Private Placement Warrants.
“Post-Combination Company Public Warrants” means,
assuming the Warrant Amendment Proposal is not approved or the applicable valuation report is not obtained prior to the Effective Time,
a warrant of the Post-Combination Company Warrant, which is exercisable, at an exercise price of $11.50, for one Post-Combination Company
Ordinary A1 Share on terms substantially similar to the Churchill Public Warrants.
“Post-Combination Company Securities” means Post-Combination
Company Ordinary Shares, Post-Combination Company Class C Shares, and Post-Combination Company Warrants (if the Warrant Amendment
Proposal is not approved or the applicable valuation report is not obtained prior to the Effective Time).
“Post-Combination Company Warrants” means, assuming
the Warrant Amendment Proposal is not approved or the applicable valuation report is not obtained prior to the Effective Time, collectively,
the Post-Combination Company Private Placement Warrants and the Post-Combination Company Public Warrants.
Churchill Capital Corp VII (NYSE:CVII)
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Von Okt 2024 bis Nov 2024
Churchill Capital Corp VII (NYSE:CVII)
Historical Stock Chart
Von Nov 2023 bis Nov 2024
