UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, at the special meeting of Churchill Capital Corp VII (the “Churchill VII”) to be held at 11:00 a.m., Eastern Time, on May 11, 2023 (the “Special Meeting”), Churchill VII’s stockholders will be asked to vote on the following proposals: (1) to amend Churchill VII’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Churchill VII must consummate an initial business combination (the “Business Combination”) from May 17, 2023 to February 17, 2024 (the “Extension”, and such proposal, the “Extension Amendment Proposal”), and (2) to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if Churchill VII determines that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”).
On May 4, 2023, Churchill VII issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference, announcing that Churchill Sponsor VII LLC (the “Sponsor”) will make monthly deposits directly to the trust account (the “Trust Account”) of Churchill VII in the amount of $1 million per month (each deposit, a “Contribution”) following the approval and implementation of the Extension Amendment Proposal on the terms described below. Such Contributions will be made pursuant to a non-interest bearing, unsecured promissory note (the “Promissory Note”), which will be issued by Churchill VII to the Sponsor following the Special Meeting if the Extension is implemented.
If the Extension Amendment Proposal is approved and the Extension is implemented, under the proposed terms of the Promissory Note, such Contributions will be paid monthly beginning on May 17, 2023 and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business day, on the business day immediately preceding such seventeenth day) until the earliest to occur of (i) the consummation of the Business Combination, (ii) February 15, 2024 and (iii) if the Business Combination is not consummated, the date on which Churchill VII’s board of directors determines, in its sole discretion, to liquidate the Trust Account. The Promissory Note will mature on the earlier of (1) the date Churchill VII consummates the Business Combination and (2) the date that the winding up of Churchill VII is effective (such date, the “Maturity Date”). The Promissory Note will not bear any interest, and will be repayable by Churchill VII to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated upon the occurrence of an “Event of Default” (as defined in the Promissory Note). Any outstanding principal under the Promissory Note will be able to be prepaid at any time by Churchill VII, at its election and without penalty.
The funds in the Trust Account are currently held in an interest bearing demand deposit account. The interest rate on such deposit account is currently approximately 4.70% per annum, but such deposit account carries a variable rate, and Churchill VII cannot assure investors that such rate will not decrease or increase significantly.
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The press release also provided additional information on the European based private company (the “Company”) with which Churchill VII entered into a letter of intent, as previously announced on February 17, 2023. No assurances can be made that Churchill VII will successfully negotiate and enter into a definitive agreement for a Business Combination, or that the proposed transaction will be consummated on the terms currently contemplated, or at all.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Churchill VII under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
On April 17, 2023, Churchill VII filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the Special Meeting which further describes the Extension Amendment Proposal.
Free copies of the Proxy Statement and other documents filed at the SEC may be obtained at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital Corp VII, 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This Current Report includes, and oral statements made from time to time by representatives of Churchill VII may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Churchill VII has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Churchill VII or the Company that may cause Churchill VII or the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “will,” “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” “goal,” “target,” “outlook,” “strive,” “intend” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Churchill VII’s other SEC filings. Forward-looking statements in this Current Report may include, for example, statements about Churchill VII’s ability to enter into a definitive agreement with the Company or complete a Business Combination; the Special Meeting, the anticipated benefits of a Business Combination; the volatility of the market price and liquidity of the Class A common stock and other securities of Churchill VII; the use of funds not held in the Trust Account or available to Churchill VII from interest income on the Trust Account balance; the interest rate earned on the Trust Account funds held in the demand deposit account and Contributions by the Sponsor; the ability of the Company to acquire additional businesses in its target industries and sectors, the ability of the Company to diversify its portfolio; risks related to elevated commodities and interest rates; risks related to the European economy; loss of key personnel at the Company’s portfolio companies; other risks related to the Company’s business and the industries and sectors in which its portfolio companies operate and the competitive environment in which Churchill VII will operate following a Business Combination.
The forward-looking statements contained in this Current Report are based on Churchill VII’s current expectations and beliefs concerning future developments and their potential effects on Churchill VII and the Company. There can be no assurance that future developments affecting Churchill VII or the Company will be those that Churchill VII has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Churchill VII or the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in the Proxy Statement and in Churchill VII’s most recent Annual Report on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of Churchill VII’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Churchill VII undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. If a definitive agreement regarding a Business Combination is entered into, Churchill VII will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
Participants in the Solicitation
Churchill VII and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Churchill VII’s stockholders, in favor of the approval of the Extension Amendment Proposal and the Adjournment Proposal set forth in the Proxy Statement. For information regarding Churchill VII’s directors and executive officers, please see Churchill VII ’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q and the other documents filed (or to be filed) by Churchill VII from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed to be participants may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described above. If a definitive agreement regarding a Business Combination is entered into, Churchill VII will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Title | |
| 99.1 | Press Release, dated May 4, 2023. | |
| 104 | Cover Page Interactive Data File. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 4, 2023
| Churchill Capital Corp VII | ||
| By: | /s/ Jay Taragin | |
| Name: Jay Taragin | ||
| Title: Chief Financial Officer | ||
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Exhibit 99.1
Churchill Capital Corp VII Announces details about the Letter of Intent Counterparty and Monthly Contribution to Trust Account in Connection with Proposed Extension
Churchill Capital VII LLC will make monthly deposits of $1,000,000 directly to the trust account
Trust account funds transitioned from cash to an interest-bearing account
Special meeting of stockholders of Churchill VII scheduled for May 11, 2023 to extend date by which Churchill VII must consummate an initial business combination
NEW YORK, May 4, 2023 – Churchill Capital Corp VII (“Churchill VII”) announced today actions being undertaken in advance of a special meeting of its stockholders (the “Special Meeting”) on May 11, 2023, at which Churchill VII’s stockholders will be asked to vote on a proposal to amend Churchill VII’s amended and restated certificate of incorporation to extend the date by which Churchill VII has to consummate an initial business combination (the “Business Combination”) from May 17, 2023 to February 17, 2024 or such earlier date as determined by the Churchill VII board of directors (the “Extension Amendment Proposal”).
Churchill VII Seeking Extension to Pursue a Business Combination with a Diverse Compounder, with a portfolio of Industrial and Commercial Businesses based in Europe
As previously disclosed on February 17, 2023, Churchill VII has entered into a non-binding letter of intent (the “Letter of Intent”) that sets forth the preliminary terms and conditions of a potential business combination (the “Business Combination”) with a private company (the “Company”) that meets Churchill VII’s investment criteria and principles.
Based in Europe, the Company is a founder-led, established, scaled, profitable and diversified compounder with a strong reputation for its long-term commitment to its portfolio and to driving shareholder value. The business of the Company is to acquire founder-led small and medium sized enterprises (SMEs) and operate such portfolio companies. The Company’s strategy is to employ a perpetual ownership horizon with modest financial leverage, through what Churchill VII believes is a highly differentiated and scalable model.
To date, the Company has acquired a diversified portfolio at attractive valuations using its proprietary sourcing channels and management-empowered value proposition, with industrial and commercial businesses comprising the majority of the Company’s portfolio. To date, the Company’s strong asset base has delivered cash flow and dividends for its shareholders. The Company’s core market and pipeline of opportunities is anticipated to remain robust and is expected to provide a baseline of opportunities for the Company, with the potential to scale the business globally.
Churchill VII believes that a potential business combination with the Company will help accelerate the Company’s growth and increase the number of portfolio companies it can acquire, and that Churchill VII’s principal’s experience in the M&A and capital markets, as well as the track record of its team of operating partners, will assist the Company and its portfolio companies in their growth and value enhancement.
Churchill VII Sponsor to Make Contribution to the Trust Account
Churchill VII’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), will make deposits directly to the trust account (the “Trust Account”) of $1,000,000 per month (each, a “Contribution”), in exchange for a non-interest bearing, unsecured promissory note (the "Promissory Note") issued by Churchill VII to the Sponsor following the approval and implementation of the Extension Amendment Proposal on the terms described below.
If the Extension Amendment Proposal is approved, the Contributions will be paid monthly beginning on May 17, 2023 and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business day, on the business day immediately preceding such seventeenth day) until the earliest to occur of (i) the consummation of a Business Combination, (ii) February 15, 2024 and (iii) if a Business Combination is not consummated, the date Churchill VII’s board of directors determines, in its sole discretion, to liquidate the Trust Account. The Promissory Note will mature on the earlier of (1) the date Churchill VII consummates a Business Combination and (2) the date that the winding up of Churchill VII is effective.
Churchill VII Trust Account Transitioned to an Interest-Bearing Account
Churchill VII has transferred all of the funds in the Trust Account from cash to an interest-bearing demand deposit account.
The interest rate on the deposit account is currently approximately 4.70% per annum, but such deposit account carries a variable rate, and Churchill VII cannot assure investors that such rate will not decrease or increase significantly.
At the Special Meeting on May 11, 2023, Churchill VII stockholders will be asked to vote on the Extension Amendment Proposal and on a proposal to adjourn the special meeting to a later date, if necessary. The purpose of these proposals is to allow for additional time to complete a Business Combination. The Churchill VII board of directors has determined that these proposals are in the best interests of Churchill VII and its stockholders and recommends that stockholders vote "FOR" such proposals.
No assurances can be made that Churchill VII will successfully negotiate and enter into a definitive agreement for a Business Combination, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
If stockholders have any questions or need assistance, please contact MacKenzie Partners, Churchill VII's proxy solicitor, by phone at (800) 322-2885 (toll free) or by email at proxy@mackenziepartners.com.
About Churchill VII
Churchill VII was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Additional Information and Where to Find It
On April 17, 2023, Churchill VII filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the Special Meeting which further describes the Extension Amendment Proposal.
Free copies of the Proxy Statement and other documents filed at the SEC may be obtained at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital Corp VII, 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This communication includes, and oral statements made from time to time by representatives of Churchill VII may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Churchill VII has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Churchill VII or the Company that may cause Churchill VII or the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “will,” “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” “goal,” “target,” “outlook,” “strive”, “intend” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this communication. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Churchill VII’s other SEC filings. Forward-looking statements in this communication may include, for example, statements about Churchill VII’s ability to enter into a definitive agreement with the Company or complete a Business Combination; the Special Meeting, the anticipated benefits of a Business Combination; the volatility of the market price and liquidity of the Class A common stock and other securities of Churchill VII; the use of funds not held in the Trust Account or available to Churchill VII from interest income on the Trust Account balance; the interest rate earned on the Trust Account funds held in the demand deposit account and Contributions by the Sponsor; the ability of the Company to acquire additional businesses in its target industries and sectors, the ability of the Company to diversify its portfolio; risks related to elevated commodities and interest rates; risks related to the European economy; loss of key personnel at the Company’s portfolio companies; other risks related to the Company’s business and the industries and sectors in which its portfolio companies operate and the competitive environment in which Churchill VII will operate following a Business Combination.
The forward-looking statements contained in this communication are based on Churchill VII’s current expectations and beliefs concerning future developments and their potential effects on Churchill VII and the Company. There can be no assurance that future developments affecting Churchill VII or the Company will be those that Churchill VII has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Churchill VII or the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in the Proxy Statement and in Churchill VII’s most recent Annual Report on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of Churchill VII’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Churchill VII undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. If a definitive agreement regarding a Business Combination is entered into, Churchill VII will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
Participants in the Solicitation
Churchill VII and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Churchill VII’s stockholders, in favor of the approval of the Extension Amendment Proposal and the adjournment proposal set forth in the Proxy Statement. For information regarding Churchill VII’s directors and executive officers, please see Churchill VII ’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q and the other documents filed (or to be filed) by Churchill VII from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed to be participants may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described above. If a definitive agreement regarding a Business Combination is entered into, Churchill VII will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
Media Contact
Christina Stenson / Felipe Ucros
Gladstone Place Partners
(212) 230-5930