tm2326216-1_f4 - none - 147.9740977s

As filed with the U.S. Securities and Exchange Commission on November 17, 2023.

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CORPACQ GROUP PLC
(Exact Name of Registrant as Specified in Its Charter)

	England and Wales			6799			Not Applicable
	(Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

CorpAcq House
1 Goose Green
Altrincham, Cheshire
WA14 1DW
United Kingdom

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Tadashi Okamoto, Esq.
Michael S. Lee, Esq.
Jennifer Cheng, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 521-5400

Michael J. Aiello
Matthew J. Gilroy
Amanda Fenster
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000

Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act, the offer described herein will commence as soon as practicable after the date of this Registration Statement. The offer cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual exchange of securities pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2023

EXPLANATORY NOTE

This proxy statement/prospectus relates to an Agreement and Plan of Merger, dated August 1, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Churchill Capital Corp VII, a Delaware corporation (“Churchill”), Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“PubCo,” and, following the closing of the Business Combination (as defined below (“Closing”)), the “Post‑Combination Company”), NorthSky Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (together with its subsidiaries, “CorpAcq”) and the shareholders of CorpAcq set forth on the signature pages thereto or signatory to a joinder thereto (the “Sellers”), a copy of which is attached to this proxy statement/prospectus as Annex A.

On September 19, 2023, Polaris Bermuda Limited (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) became a party to the Merger Agreement.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein and in that certain amended and restated sponsor agreement dated August 1, 2023 (the “Sponsor Agreement”), which amended and restated that certain letter, dated February 11, 2021, from Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”) and each of the individuals party thereto (a copy of which is attached to this proxy statement/prospectus as Annex B), the parties will consummate the following transactions at the Closing (together with the other transactions contemplated by the Merger Agreement and the other transaction agreements, the “Business Combination”):

•

immediately prior to the Closing, (i) to the extent not already done, the initial shareholder of PubCo named in the Merger Agreement (“Initial Shareholder”) shall cause PubCo to adopt the articles of association of the Post-Combination Company, attached hereto as Annex C (“Post-Combination Articles”) and to pass such other resolutions of PubCo as may be required in order to effect the Business Combination and (ii) each Seller shall, in exchange for its pro rata share of the Closing Seller Consideration, sell and transfer such Seller’s ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (such sale by the Sellers, the “CorpAcq Sale”);

•

immediately following the consummation of the CorpAcq Sale, in connection and substantially concurrent with the Closing, and subject to the terms and conditions of the Sponsor Agreement:

•

the Sponsor will forfeit to Churchill for no consideration, a number of shares of Class B common stock of Churchill (“Churchill Class B Common Stock” or “Founder Shares”), par value $0.0001 per share, equal to (“Retirement Founder Shares”) (i) 15,000,000 Founder Shares, subject to positive or negative adjustment based the Delivered Capital Amount as set forth in the Sponsor Agreement and (ii) 18,600,000 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 Private Placement Warrants”), upon which such Retirement Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”);

•

the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo, and in exchange therefor, BermudaCo will (i) issue to the Sponsor a number of class B shares of BermudaCo, which include series B-1, series B-2 and series B-3 shares of BermudaCo (“BermudaCo Redeemable Shares”) equal to the number of Founder Shares attributable to the Delivered Capital Amount (as defined in the Sponsor Agreement), which generally refers to cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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 (other than certain financing amounts received or committed to PubCo, Churchill, CorpAcq or any of their respective subsidiaries following the closing but prior to 11:59 p.m. NYC time on the date that is 30 days following the Closing), as estimated in the Churchill closing statement (such amount, with respect to the time period from Closing until 30 days following the Closing, the “Delayed Financing Amount” and the estimates thereof the “Estimated Delayed Financing Amount”) (such contribution and exchange, the “Founder Share Contribution”) and (ii) create additional authorized share capital (or an agreed upon similar construct) equivalent to or otherwise issue, the number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the Estimated Delayed Financing Amount;

•

TABLE OF CONTENTS

determined by CorpAcq and Churchill (such amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”), registered in the name of the Sponsor (or its designees), against (and concurrently with) the payment of the B Share Subscription Amount. The BermudaCo Redeemable Shares (each of which, together with a Post-Combination Company B Share, an “Exchangeable Unit”), will entitle the holder thereof to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares (such shares issued upon an exchange, “Exchanged Shares” and such right, the “Exchange Right”) pursuant to the Bye-laws of BermudaCo (the “BermudaCo Bye-laws”) and an agreement to be entered into by BermudaCo and PubCo at the Closing pursuant to which PubCo agrees to issue Exchanged Shares to each holder of BermudaCo Redeemable Shares subject to an exchange (“Back to Back Share Issuance Agreement”);

•

immediately following the Founder Share Contribution and the B Share Subscription, at the Closing, Merger Sub will merge with and into Churchill (the “Merger”), which shall be effective as of the filing of a certificate of merger, in a form mutually agreed between PubCo and Churchill, with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later date as may be agreed in writing by PubCo and Churchill and specified in the certificate of merger, the “Effective Time”), and pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo (the “Surviving Corporation,” and PubCo following the Effective Time, the “Post-Combination Company”);

•

at the Effective Time and by virtue of the Merger, and without any further action on the part of any party or the holders of any securities of Churchill, the following shall occur:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive for each share of such Churchill Class A Common Stock, one ordinary A1 share, par value $0.001 of PubCo following the Closing (“Post-Combination Company Ordinary A1 Share”, and such consideration, the “Churchill Class A Stockholder Consideration”); and all such shares of Churchill Class A Common Stock so exchanged shall be converted into and become shares of Churchill Class A Common Stock, par value $0.001 per share, of the Surviving Corporation and be held by PubCo as of immediately after the Merger;

•

each Founder Share (other than Excluded Shares, which are discussed further below) issued and outstanding immediately prior to the Effective Time and owned by BermudaCo shall be converted into and become one validly issued, fully paid and nonassessable share of Churchill Class B Common Stock of the Surviving Corporation;

•

each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable in respect thereof;

•

each share of (i) Churchill Class A Common Stock for which redemption rights have been exercised in connection with the special meeting of the stockholders of Churchill that is the subject of this proxy statement/prospectus being held on [•], 202[•] (including any adjournment or postponement thereof, the “Stockholder Special Meeting”), (ii) Churchill Common Stock (if any), that, at the Effective Time, is held in the treasury of Churchill, and (iii) Churchill Common Stock (if any), that is owned by the CorpAcq Parties (other than the shares of Churchill Class B Common Stock contributed to BermudaCo in the Founder Share Contribution (i) through (iii) together, the “Excluded Shares”) shall be cancelled and no consideration shall be paid or payable with respect thereto;

•

in the event that the proposal (the “Warrant Amendment Proposal”) to approve an amendment to the existing warrant agreement that governs all of Churchill’s outstanding warrants, between Churchill and Continental Stock Transfer & Trust Company (as amended, the “Existing Warrant Agreement” (such Existing Warrant Agreement is attached to this proxy statement/prospectus as Annex F)), a form of which amendment is attached to this proxy statement/prospectus as Annex G, is approved and a valuation report pursuant to section 593 of the UK Companies Act 2006 in respect of the consideration to be received by PubCo for the issuance of Post-Combination Company Class C-1 Shares and the Post-Combination Company Class C-2 Shares (collectively, the “Post-Combination Company Class C Shares”, and such valuation report, the “Valuation Report”) is obtained prior to the Effective Time, at the Effective Time (i) each Churchill Public Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and the holder thereof shall receive one Post-Combination Company Class C-1 Share and (ii) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and the holder thereof shall receive one Post-Combination Company Class C-2 Share; and

•

TABLE OF CONTENTS

which amendment is attached to this proxy statement/prospectus as Annex H (such amendment, the “Warrant Amendment Agreement,” and such warrants, the “Post-Combination Company Private Placement Warrants”), and (ii) each Churchill Public Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished in consideration for the issue of one warrant of the Post-Combination Company entitling the holder thereof to acquire the same number of Post-Combination Company Ordinary A1 Shares as such holder was entitled to acquire of Churchill Common Stock pursuant to the terms of the Existing Warrant Agreement, which warrant shall be issued on terms substantially similar to the terms of the Churchill Public Warrants and subject to the Warrant Amendment Agreement (“Post-Combination Company Public Warrants”).

•

in connection with the Closing and promptly following the CorpAcq Preferred Redemption (as described below), CorpAcq and the Proposing Seller (as defined in the articles of association of CorpAcq (“CorpAcq Articles”)) shall implement the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders and pursuant to the CorpAcq Articles, which shall result in (subject to the relevant transfer forms being stamped by HM Revenue & Customs) PubCo holding 100% of the outstanding equity interests in CorpAcq on closing of such transfer (the “Drag Along Sale”) and shall seek to pay and issue the Closing Seller Consideration to the holders of CorpAcq Ordinary Shares who are not Sellers and who are required to transfer such shares to PubCo upon the implementation of the Drag Along Sale (“Drag Sellers”) less the amounts thereof already paid to the Sellers, such that the Drag Sellers transfer their CorpAcq Ordinary Shares on the same terms as the Sellers;

•

the Closing Seller Consideration includes cash (the “Closing Seller Cash Consideration”) as follows:

•

all available cash and cash equivalents of Churchill and its subsidiaries, including all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with Churchill stockholder redemptions in connection with the Stockholder Special Meeting (the “Churchill Stockholder Redemptions”), plus certain cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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, if any, in each case calculated as of immediately prior to Closing; minus

•

the aggregate amount of the transaction expenses set forth in the Merger Agreement, minus

•

the amounts (the “CorpAcq Preferred Redemption Amount”) necessary to fully redeem in cash, all preferred shares of £1.00 each in the capital of CorpAcq (“CorpAcq Preferred Shares”) outstanding immediately prior to the Closing in connection with the CorpAcq Sale, in each case in accordance with the CorpAcq Articles (the “CorpAcq Preferred Redemption”); minus

•

an amount equal to $128,600,000 minus cash and cash equivalents received in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any (this bullet point and the proceeding three bullet points, calculated without giving effect to the Delayed Financing Amount); 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);

•

the Closing Seller Consideration also includes:

•

a number of Post-Combination Company Ordinary A1 Shares as follows:

•

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 amount (the “Delivered Capital Adjustment Amount”) calculated as (i) 12.5% multiplied by (ii) (1) the Delivered Capital Amount (as defined in the Sponsor Agreement), which generally refers to cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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, minus (2) $592,000,000, 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%;

•

15,000,000 Post-Combination Company Class C-2 Shares; and

•

a number of ordinary A2 shares, par value $0.001 of PubCo following the Closing (“Post-Combination Company Ordinary A2 Shares”) and ordinary A3 shares, par value $0.001 of PubCo following the Closing (“Post-Combination Company Ordinary A3 Shares”, and together with the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Ordinary A2 Shares, the “Post-Combination Company Ordinary Shares”) as follows, which will be unvested upon issuance and will be subject to the certain vesting and forfeiture provisions and voting and dividend rights, and subject to the terms of the Merger Agreement and Sponsor Agreement (as applicable):

TABLE OF CONTENTS

•

(i) if the Delivered Capital Adjustment Amount is a negative number, a number of Post-Combination Company Ordinary A2 Shares (rounded down to the nearest whole share) equal to (1) the absolute value of the Delivered Capital Adjustment Amount, divided by (2) $10.00, multiplied by (3) 50% or (ii) if the Delivered Capital Adjustment Amount is zero or a positive number, zero Post-Combination Company Ordinary A2 Shares (the “Incremental Earnout Shares”); and

•

(ii) if the Delivered Capital Adjustment Amount is a negative number, an aggregate amount of Post-Combination Company Ordinary A3 Shares equal to 15,000,000, or (ii) if the Delivered Capital Adjustment Amount is not a negative number, an aggregate amount of Post-Combination Company Ordinary A3 Shares equal to 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to (1) the absolute value of the Delivered Capital Adjustment Amount, divided by (2) $10.00 and as may be adjusted pursuant the Sponsor Agreement (the “Base Earnout Shares”).

This proxy statement/prospectus serves as:

•

a proxy statement for the Stockholder Special Meeting, where Churchill stockholders will vote on, among other things, proposals to (i) adopt the Merger Agreement and approve the Business Combination, (ii) approve, on a non-binding advisory basis, certain provisions in the Post-Combination Articles and (iii) approve the adjournment of the Stockholder Special Meeting to a later date or dates, if necessary, (x) to ensure that any supplement or amendment to this proxy statement/prospectus that the board of directors of Churchill (the “Churchill Board”) has determined in good faith is required by applicable law to be disclosed to the Churchill stockholders and for such supplement or amendment to be promptly disseminated to the Churchill stockholders prior to the Stockholder Special Meeting; (y) if, as of the time for which the Stockholder Special Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient shares of Churchill Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Stockholder Special Meeting; or (z) in order to solicit additional proxies from the Churchill stockholders for purposes of obtaining approval of the Business Combination Proposal;

•

a proxy statement for the meeting of holders of Churchill Public Warrants being held on [•], 202[•] (including any adjournment or postponement thereof, the “Warrant Holder Meeting”), where Churchill warrant holders will vote on, among other things, (i) the Warrant Amendment Proposal and (ii) approve the adjournment of the Warrant Holder Meeting to a later date or dates, if necessary, (x) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith is required by applicable law to be disclosed to the Churchill warrant holders and for such supplement or amendment to be promptly disseminated to the Churchill warrant holders prior to the Warrant Holder Meeting; (y) if, as of the time for which the Warrant Holder Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient Churchill Public Warrants represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Warrant Holder Meeting; or (z) in order to solicit additional proxies from the Churchill warrant holders for purposes of obtaining approval of such proposal (the “Warrant Holder Adjournment Proposal,” and together with the Warrant Amendment Proposal, the “Warrant Holder Proposals,” and together with the Stockholder Proposals, the “Proposals”); and

•

a prospectus for the offer and sale of (i) Post-Combination Company Ordinary A1 Shares that Churchill Public Stockholders will receive in connection with the Business Combination, and (ii) the Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants, as applicable, that Churchill warrant holders will receive in connection with the Business Combination; and

•

a prospectus for the offer, but not for the issuance or resale, of Post-Combination Company Ordinary A1 Shares underlying Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants upon conversion or exercise, as applicable.

This proxy statement/prospectus does not serve as a prospectus for (i) the issuance or resale of the Post-Combination Company Ordinary A1 Shares that are or will be held by the Sellers in connection with the Business Combination, or (ii) the issuance or resale of the Post-Combination Company Ordinary A1 Shares underlying the Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants upon conversion or exercise, as applicable.

This proxy statement/prospectus does not, and is not intended to, serve as a registration statement or a continuous prospectus for purposes of the issuance or resale of the Post-Combination Company Ordinary A1 Shares underlying the Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants upon conversion or exercise, as applicable. The Post-Combination Company does not intend to keep this proxy statement/prospectus as a current prospectus following the Closing. Pursuant to the Registration Rights Agreement, the Post-Combination Company intends to file a Form F-1 with the SEC following Closing to register the issuance and resale of the Post-Combination Company Ordinary A1 Shares underlying the Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants upon conversion or exercise, as applicable. If any registration statement for the registration of the issuance and resale of the Post-Combination Company Ordinary A1 Shares underlying the Post-Combination Company Class C-1 Shares or the Post-Combination Company Public Warrants upon conversion or exercise, as applicable, pursuant to the Securities Act has not been declared effective by the 60th business day following Closing, holders of Post-Combination Company Class C-1 Shares or Post-Combination

TABLE OF CONTENTS

Company Public Warrants, as applicable, shall have the right, during the period beginning on the 61st business day after Closing and ending upon such registration statement being declared effective by the SEC, and during any other period when the Post-Combination Company shall fail to have maintained an effective registration statement covering the Post-Combination Company Ordinary A1 Shares issuable upon conversion of the Post-Combination Company Class C-1 Shares or exercise of the Post-Combination Company Public Warrants, as applicable, to convert such Post-Combination Company Class C-1 Shares or exercise such Post-Combination Company Public Warrants, as applicable, into Post-Combination Company Ordinary A1 Shares on a cashless basis. Please refer to the Post-Combination Articles and Warrant Amendment Agreement for a description of the rights of the Post-Combination Class C-1 Shares and the Post-Combination Company Warrants.

With the Post-Combination Company being a limited company incorporated under the laws of England and Wales, investors are exposed to unique risks linked to the structure of the Business Combination. See “Risk Factors — Risks Related to CorpAcq’s Business and Industry.”

Cash flows through the CorpAcq organization are principally comprised of cash from its subsidiaries. CorpAcq’s cash flows consist of the following:

•

Cash paid by subsidiaries for interest on subordinated loans provided by CorpAcq;

•

Cash paid by subsidiaries in the form of management fees for CorpAcq’s support of its subsidiaries;

•

Dividends received from CorpAcq’s investments; and

•

Principal repayment of CorpAcq’s loans by subsidiaries.

Further, CorpAcq has not made any transfers, dividends or distributions under the CorpAcq Articles to CorpAcq’s ordinary shareholders since 2021 to date, other than in connection with CorpAcq being inserted at the top of the existing group of CorpAcq Limited (the “Reorganization”). There currently is no intention to make distributions to CorpAcq’s shareholders, which after the Business Combination, will become direct shareholders of Post-Combination Company. Following the Closing, distributions of distributable reserves from CorpAcq’s subsidiaries are expected to be made to Post-Combination Company, upon approval by the PubCo Board.

TABLE OF CONTENTS

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2023

LETTER TO STOCKHOLDERS AND WARRANT HOLDERS OF CHURCHILL CAPITAL CORP VII

CHURCHILL CAPITAL CORP VII
640 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019

Dear Churchill Capital Corp VII Stockholders:

Churchill Capital Corp VII, a Delaware corporation (“Churchill”) cordially invites you to attend a special meeting of the stockholders of Churchill (the “Stockholder Special Meeting”) and/or a meeting of public warrant holders (the “Warrant Holder Meeting”), which will be held via live webcast at www.[•], on [•], 202[•], at [•] and www.[•], on [•], 202[•], at [•], respectively. The Stockholder Special Meeting and the Warrant Holder Meeting can be accessed by visiting www.[•] and www.[•], respectively, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the meetings by means of remote communication.

On August 1, 2023, Churchill entered into that certain Agreement and Plan of Merger, dated August 1, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Churchill, Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“PubCo,” and, following the closing of the Business Combination (as defined below (“Closing”)), the “Post-Combination Company”), NorthSky Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (together with its subsidiaries, “CorpAcq”) and the shareholders of CorpAcq set forth on the signature pages thereto or signatory to a joinder thereto (the “Sellers”), a copy of which is attached to this proxy statement/prospectus as Annex A.

On September 19, 2023, Polaris Bermuda Limited (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) became a party to the Merger Agreement.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein and in that certain amended and restated sponsor agreement dated August 1, 2023 (the “Sponsor Agreement”), which amended and restated that certain letter, dated February 11, 2021, from the Sponsor and each of the individuals party thereto (a copy of which is attached to this proxy statement/prospectus as Annex B), the parties will consummate the following transactions at the Closing (together with the other transactions contemplated by the Merger Agreement and the other transaction agreements, the “Business Combination”):

•

immediately prior to the Closing, (i) to the extent not already done, the initial shareholder of PubCo named in the Merger Agreement (the “Initial Shareholder”) shall cause PubCo to adopt the articles of association of the Post-Combination Company, attached hereto as Annex C (“Post-Combination Articles”) and to pass such other resolutions of PubCo as may be required in order to effect the Business Combination and (ii) each Seller shall, in exchange for its pro rata share of the Closing Seller Consideration, sell and transfer such Seller’s ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (such sale by the Sellers, the “CorpAcq Sale”);

•

immediately following the consummation of the CorpAcq Sale, in connection and substantially concurrent with the Closing, and subject to the terms and conditions of the Sponsor Agreement:

•

TABLE OF CONTENTS

•

the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo, and in exchange therefore, BermudaCo will (i) issue to the Sponsor a number of class B shares of BermudaCo, which include series B-1, series B-2 and series B-3 shares of BermudaCo (“BermudaCo Redeemable Shares”) equal to the number of Founder Shares attributable to the Delivered Capital Amount (as defined in the Sponsor Agreement), which generally refers to cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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 (other than certain financing amounts received or committed to PubCo, Churchill, CorpAcq or any of their respective subsidiaries following the closing but prior to 11:59 p.m. NYC time on the date that is 30 days following the Closing), as estimated in the Churchill closing statement (such amount, with respect to the time period from Closing until 30 days following the Closing, the “Delayed Financing Amount” and the estimates thereof the “Estimated Delayed Financing Amount”) (such contribution and exchange, the “Founder Share Contribution”) and (ii) create additional authorized share capital (or an agreed upon similar construct) equivalent to or otherwise issue, the number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the Estimated Delayed Financing Amount;

•

concurrently with the Founder Share Contribution, the Sponsor will subscribe for, and PubCo will issue to the Sponsor, a number of class B shares, par value $0.000001 of PubCo (“Post-Combination Company B Shares”) equal in number to the number of BermudaCo Redeemable Shares issued or to be issued to the Sponsor pursuant to the immediately preceding bullet point, at an aggregate subscription price to be determined by CorpAcq and Churchill (such amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”), registered in the name of the Sponsor (or its designees), against (and concurrently with) the payment of the B Share Subscription Amount. The BermudaCo Redeemable Shares (each of which, together with a Post-Combination Company B Share, an “Exchangeable Unit”) will entitle the holder thereof to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares (such shares issued upon an exchange, “Exchanged Shares” and such right, the “Exchange Right”) pursuant to the bye-laws of BermudaCo (the “BermudaCo Bye-laws”) and an agreement to be entered into by BermudaCo and PubCo at the Closing pursuant to which PubCo agrees to issue Exchange Shares to each holder of BermudaCo Redeemable Shares subject to an exchange (“Back to Back Share Issuance Agreement”);

•

at the Effective Time and by virtue of the Merger, and without any further action on the part of any party or the holders of any securities of Churchill, the following shall occur:

•

vii

TABLE OF CONTENTS

•

each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable in respect thereof;

•

each share of (i) Churchill Class A Common Stock for which redemption rights have been exercised in connection with the Stockholder Special Meeting that is the subject of this proxy statement/prospectus being held on [•], 202[•] (including any adjournment or postponement thereof, the “Stockholder Special Meeting”), (ii) Churchill Common Stock (if any), that, at the Effective Time, is held in the treasury of Churchill, and (iii) Churchill Common Stock (if any), that is owned by the CorpAcq Parties (other than the shares of Churchill Class B Common Stock contributed to BermudaCo in the Founder Share Contribution ((i) through (iii) together, the “Excluded Shares”) shall be cancelled and no consideration shall be paid or payable with respect thereto;

•

in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time, at the Effective Time, (i) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished in consideration for the issue of one warrant of the Post-Combination Company, issued on terms substantially similar to the terms of the Churchill Private Placement Warrants and subject to an amendment to the Existing Warrant Agreement, a form of which amendment is attached to this proxy statement/prospectus as Annex H (such amendment, the “Warrant Amendment Agreement,” and such warrants, the “Post-Combination Company Private Placement Warrants”), and (ii) each Churchill Public Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished in consideration for the issue of one warrant of the Post-Combination Company entitling the holder thereof to acquire the same number of Post-Combination Company Ordinary A1 Shares as such holder was entitled to acquire of Churchill Common Stock pursuant to the terms of the Existing Warrant Agreement, which warrant shall be issued on terms substantially similar to the terms of the Churchill Public Warrants and subject to the Warrant Amendment Agreement (“Post-Combination Company Public Warrants”).

viii

TABLE OF CONTENTS

•

in connection with the Closing and promptly following the CorpAcq Preferred Redemption (as described below), CorpAcq and the Proposing Seller (as defined in the articles of association of CorpAcq (“CorpAcq Articles”)) shall implement the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders and pursuant to the CorpAcq Articles, which shall result (subject to the relevant transfer forms being stamped by HM Revenue & Customs) in PubCo holding 100% of the outstanding equity interests in CorpAcq on closing of such transfer (the “Drag Along Sale”) and shall seek to pay and issue the Closing Seller Consideration to the holders of CorpAcq Ordinary Shares (other than any Seller who is required to transfer such shares to PubCo upon the implementation of the Drag Along Sale (“Drag Sellers”)) less the amounts thereof already paid to the Sellers such that the Drag Sellers transfer their CorpAcq Ordinary Shares on the same terms as the Sellers;

•

the Closing Seller Consideration includes cash (the “Closing Seller Cash Consideration”) as follows:

•

the aggregate amount of the transaction expenses set forth in the Merger Agreement, 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);

•

the Closing Seller Consideration also includes:

•

a number of Post-Combination Company Ordinary A1 Shares as follows:

•

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

•

15,000,000 Post-Combination Company Class C-2 Shares; and

TABLE OF CONTENTS

•

At the Stockholder Special Meeting, Churchill stockholders will be asked to consider and vote upon (i) a proposal (the “Business Combination Proposal” or “Stockholder Proposal No. 1”) to adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the Business Combination, (ii) separate proposals with respect to certain governance provisions in the proposed Articles of Association of the Post-Combination Company, a form of which is attached hereto as Annex C, which will become the Post-Combination Company’s articles of association (“Post-Combination Articles”) following the Closing, and which are being separately presented in accordance with SEC requirements and which will be voted on a non-binding advisory basis (the “Governance Proposals” or “Stockholder Proposal No. 2”) and (iii) a proposal to approve the adjournment of the Stockholder Special Meeting (the “Adjournment Proposal” or “Stockholder Proposal No. 3,” and, together with Stockholder Proposal No. 1 and Stockholder Proposal No. 2, the “Stockholder Proposals”) to a later date or dates, if necessary, (x) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith is required by applicable law to be disclosed to the Churchill stockholders and for such supplement or amendment to be promptly disseminated to the Churchill stockholders prior to the Stockholder Special Meeting; (y) if, as of the time for which the Stockholder Special Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient shares of Churchill Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Stockholder Special Meeting; or (z) in order to solicit additional proxies from the Churchill stockholders for purposes of obtaining approval of the Business Combination Proposal.

At the Warrant Holder Meeting, holders of public warrants of Churchill (“Churchill Public Warrants”) will be asked to consider and vote upon a proposal to (a) approve an amendment to existing warrant agreement that governs all of Churchill’s outstanding warrants, between Churchill and Continental Stock Transfer & Trust Company (as amended, the “Existing Warrant Agreement” (such Existing Warrant Agreement is attached to this proxy statement/prospectus as Annex F)), a form of which amendment is attached to this proxy statement/prospectus as Annex G (such amendment, the “Class C Warrant Amendment” and such proposal, the “Warrant Amendment Proposal” or “Warrant Holder Proposal No. 1”) and (ii) a proposal to approve the adjournment of the Warrant Holder Meeting (the “Warrant Holder Adjournment Proposal” or “Warrant Holder Proposal No. 2,” and together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”) to a later date or dates, if necessary, (x) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith is required by applicable law to be disclosed to the Churchill warrant holders and for such supplement or amendment to be promptly disseminated to the Churchill warrant holders prior to the Warrant Holder Meeting; (y) if, as of the time for which the Warrant Holder Meeting is originally scheduled (as set forth in this

TABLE OF CONTENTS

proxy statement/prospectus), there are insufficient Churchill Public Warrants represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Warrant Holder Meeting; or (z) in order to solicit additional proxies from the Churchill warrant holders for purposes of obtaining approval of the Warrant Amendment Proposal.

Each of these proposals is more fully described in this proxy statement/prospectus, which each Churchill stockholder and/or warrant holder is encouraged to read carefully.

Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants are currently listed on the NYSE under the symbols “CVII,” “CVII.U” and “CVII WS,” respectively. PubCo, and following the Closing, Post-Combination Company, intends to apply to list the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time) on the NYSE under the symbols “CPGR” and “CPGR.C,” respectively (or “CPGR WS” if the Post-Combination Company Warrants are listed), upon the Closing. PubCo cannot assure you that either the Post-Combination Company Ordinary A1 Shares or the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time) will be approved for listing or remain listed on the NYSE.

Pursuant to Churchill’s amended and restated certificate of incorporation dated February 12, 2021, as amended on May 16, 2023, (the “Churchill Charter”), a holder of shares of Churchill Class A Common Stock, par value $0.0001 per share, sold in Churchill’s initial public offering (the “Churchill IPO”) (whether they were purchased in Churchill’s initial public offering or thereafter in the open market) may demand that Churchill redeem such shares for cash if the Business Combination is consummated (“Redemption Rights”). Holders of Churchill Class A Common Stock will be entitled to receive cash for these shares only if they demand that Churchill redeem their Churchill Class A Common Stock for cash no later than the second business day prior to the vote on the Business Combination Proposal by delivering their stock to Churchill’s transfer agent prior to the vote at the Stockholder Special Meeting. If the Business Combination is not completed, the Churchill Class A Common Stock will not be redeemed. If a holder of Churchill Class A Common Stock properly exercises their Redemption Rights and the Business Combination is consummated, Churchill will redeem such shares for cash in an amount equal to their pro rata portion of the funds in the Trust Account holding the proceeds from Churchill’s IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination.

Churchill is providing the Churchill stockholders with the opportunity to redeem, upon the Closing, shares of Churchill Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds of the Churchill IPO (including interest not previously released to Churchill to fund regulatory compliance requirements and other costs related thereto, subject to an annual limit of $1,000,000, using funds released to Churchill from the Trust Account (“Working Capital Withdrawals”) and/or to pay its franchise and income taxes). The per-share amount Churchill will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling approximately $17.9 million (after taking into account amounts waived by underwriters of the Churchill IPO as of the date hereof) that Churchill will pay to the underwriters of the Churchill IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of the Trust Account of $605.9 million as of September 30, 2023, the estimated per share redemption price would have been approximately $10.42. Churchill Public Stockholders may elect to redeem their shares even if they vote for the Business Combination. A Churchill Public Stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Churchill Class A Common Stock included in the Churchill Public Units sold in Churchill IPO. This is referred to as the “15% threshold.” In addition, in no event will Churchill redeem shares of Churchill Class A Common Stock in an amount that would result in Churchill’s failure to have net tangible assets equaling or exceeding $5,000,001. Other than the foregoing, Churchill has no additional specified maximum redemption thresholds under the Churchill Charter. Each redemption of shares of Churchill Class A Common Stock by Churchill Public Stockholders will reduce the amount in the Trust Account.

TABLE OF CONTENTS

The Merger Agreement provides that the obligations of the CorpAcq Parties to consummate the Closing is conditioned on (i) all available cash and cash equivalents of Churchill and its subsidiaries, including all amounts in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with Churchill Stockholder Redemptions in connection with the Stockholder Special Meeting), and disregarding any 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, if any, in each case calculated as of immediately prior to Closing and without giving effect to the certain 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 minus (ii) the transaction expenses set forth in the Merger Agreement being no less than $350,000,000. This condition to Closing in the Merger Agreement is for the benefit of the CorpAcq Parties and may be waived by such parties. If, as a result of redemptions of Churchill Class A Common Stock by Churchill Public Stockholders, this condition is not met (or waived), then the CorpAcq Parties may elect not to consummate the Business Combination. Holders of outstanding Churchill Public Warrants do not have redemption rights in connection with the Business Combination.

Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”), Mr. Michael Klein, Mr. Andrew Frankle, Ms. Bonnie Jonas, Mr. Mark Klein, Mr. Malcolm S. McDermid, Ms. Karen G. Mills, Mr. Stephen Murphy, Mr. Alan M. Schrager and Mr. Jay Taragin (collectively, the “Insiders,” and together with Sponsor, the “Churchill Initial Stockholders”), have agreed to waive their redemption rights with respect to their shares of Churchill Class A Common Stock (if any) in connection with the consummation of the Business Combination, and Churchill Class B Common Stock held by the Churchill Initial Stockholders will be excluded from the pro rata calculation used to determine the per-share redemption price. The Churchill Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any Founder Shares they may hold in connection with the consummation of the Business Combination. Currently, the Sponsor owns approximately 37% of the issued and outstanding shares of Churchill Common Stock, including all outstanding shares of Churchill Class B Common Stock. Pursuant to the Sponsor Agreement, the Churchill Initial Stockholders have agreed to vote any of such Insider’s shares of Churchill Common Stock (other than those acquired in purchases of Churchill Common Stock in the open market (“Open Market Purchases”), if any) (i) in favor of the transactions that will be undertaken in connection with the Business Combination and all other Stockholder Proposals and (ii) against certain other matters.

Churchill is providing the accompanying proxy statement/prospectus and accompanying Churchill stockholder proxy card to its stockholders, and Churchill warrant holder proxy card to its holders of Churchill Public Warrants, in connection with the solicitation of proxies to be voted at the Stockholder Special Meeting and the Warrant Holder Meeting (including following any adjournments or postponements thereof, respectively). Information about the Stockholder Special Meeting, the Warrant Holder Meeting, the Business Combination and other related business to be considered by Churchill stockholders and warrant holders at the Stockholder Special Meeting and the Warrant Holder Meeting, respectively, is included in this proxy statement/prospectus. Whether or not you plan to attend the Stockholder Special Meeting and/or the Warrant Holder Meeting via the virtual meeting websites, Churchill urges all Churchill stockholders and warrant holders to read this proxy statement/prospectus, including the annexes and the accompanying financial statements of Churchill and CorpAcq Holdings Limited carefully and in their entirety. In particular, Churchill urges you to read carefully the section titled “Risk Factors” beginning on page 61 of this proxy statement/prospectus.

After careful consideration, the Churchill Board has unanimously (of those who voted) approved the Merger Agreement and the transactions contemplated therein, and unanimously recommends that the Churchill stockholders vote “FOR” the approval of the Business Combination Proposal and “FOR” all other proposals presented to Churchill stockholders in the accompanying proxy statement/prospectus.

Further, the Churchill Board has unanimously (of those who voted) approved the Warrant Amendment and the transactions contemplated therein, and unanimously recommends that the Churchill Public Warrant holders vote “FOR” the approval of the Warrant Amendment Proposal and “FOR” all other proposals present to Churchill Public Warrant holders in the accompanying proxy statement/prospectus.

xii

TABLE OF CONTENTS

When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that Churchill’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section titled “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of the Churchill Initial Stockholders and Churchill’s Directors and Officers” for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Churchill Common Stock entitled to vote thereon at the Stockholder Special Meeting. Approval of each of the Governance Proposals and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of Churchill Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Stockholder Special Meeting.

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of at least 50% of outstanding Churchill Public Warrants. Approval of the Warrant Holder Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Churchill Public Warrant holders present or represented by proxy and entitled to vote at the Warrant Holder Meeting.

Your vote is very important. Whether or not you plan to attend the Stockholder Special Meeting and/or the Warrant Holder Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your Churchill Common Stock and/or Churchill Public Warrants are represented at the Stockholder Special Meeting and Warrant Holder Meeting. If you hold your Churchill Common Stock and/or Churchill Public Warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Churchill Common Stock and/or Churchill Public Warrants are represented and voted at the Stockholder Special Meeting and/or Warrant Holder Meeting. The Business Combination will be consummated only if, and the Closing is conditioned upon, the approval of the Business Combination Proposal. If Churchill fails to obtain the requisite stockholder approval for the Business Combination Proposal, Churchill will not satisfy the conditions to Closing and may be prevented from consummating the Business Combination. The Warrant Amendment Proposal is conditioned on the approval of the Business Combination Proposal, but the Business Combination Proposal is not conditioned on the Warrant Amendment Proposal. Accordingly, the Business Combination can be consummated even if the Warrant Amendment Proposal is not approved. The Governance Proposals, the Adjournment Proposal and the Warrant Holder Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your Churchill stockholder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Stockholder Special Meeting. If you fail to return your Churchill stockholder proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Stockholder Special Meeting in person via the virtual meeting platform, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Stockholder Special Meeting. If you are a stockholder of record and you attend the Stockholder Special Meeting and wish to vote in person via the virtual meeting platform, you may withdraw your proxy and vote in person via the virtual meeting platform.

If you sign, date and return your Churchill warrant holder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Warrant Holder Meeting. If you fail to return your Churchill warrant holder proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Warrant Holder Meeting in person via the virtual meeting platform, the effect will be that your warrants will not be counted for purposes of determining whether a quorum is present at the Warrant Holder Meeting. If you are a warrant holder of record and you attend the Warrant Holder Meeting and wish to vote in person via the virtual meeting platform, you may withdraw your proxy and vote in person via the virtual meeting platform.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT CHURCHILL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, IDENTIFY TO CHURCHILL THE BENEFICIAL HOLDER OF THE SHARES BEING REDEEMED AND TENDER YOUR SHARES TO CHURCHILL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER

xiii

TABLE OF CONTENTS

YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S ATOP (AUTOMATED TENDER OFFER PROGRAM) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Churchill Board, I would like to thank you for your support of Churchill Capital Corp VII and look forward to a successful consummation of the Business Combination.

Sincerely,

Michael Klein

Chief Executive Officer, President and
Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This is not a prospectus made under the EU Prospectus Regulation or the UK Prospectus Regulation.

Investing in PubCo’s securities involves a high degree of risk. See “Risk Factors” beginning on page 61 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in PubCo’s securities.

This proxy statement/prospectus is dated [•], 202[•], and is expected to be first mailed or otherwise delivered to Churchill stockholders and Churchill warrant holders on or about [•], 202[•].

xiv

TABLE OF CONTENTS

CHURCHILL CAPITAL CORP VII
NOTICE OF STOCKHOLDER SPECIAL MEETING
TO BE HELD ON [•], 202[•]

TO THE STOCKHOLDERS OF CHURCHILL CAPITAL CORP VII:

NOTICE IS HEREBY GIVEN that a special meeting (the “Stockholder Special Meeting”) of the stockholders of Churchill Capital Corp VII, a Delaware corporation (“Churchill”), which will be held via live webcast at www.[•], on [•], 202[•] at [•]. The Stockholder Special Meeting can be accessed by visiting www.[•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Stockholder Special Meeting by means of remote communication. You are cordially invited to attend the Stockholder Special Meeting to conduct the following items of business:

•

Business Combination Proposal — To consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated August 1, 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among Churchill, Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“PubCo,” and, following the closing of the Business Combination (as defined below (“Closing”)), the “Post-Combination Company”), NorthSky Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (together with its subsidiaries, “CorpAcq”) and the shareholders of CorpAcq set forth on the signature pages thereto or signatory to a joinder thereto (the “Sellers”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve, among other things the transactions contemplated by the Merger Agreement, that certain amended and restated sponsor agreement dated August 1, 2023 (the “Sponsor Agreement”) and the other transaction documents contemplated thereby (such transactions, the “Business Combination” and such proposal the “Business Combination Proposal”) (Stockholder Proposal No. 1);

•

Governance Proposal — To consider and act upon, on a non-binding advisory basis, separate proposals with respect to certain governance provisions in the proposed articles of association of the Post-Combination Company, a form of which is attached hereto as Annex C, which will become the Post-Combination Company’s articles of association following the consummation of the Business Combination, in accordance with the United States Securities and Exchange Commission requirements (the “Governance Proposal”) (Stockholder Proposal No. 2); and

•

Adjournment Proposal — To consider and vote upon a proposal to allow the chairman of the Stockholder Special Meeting to adjourn the Stockholder Special Meeting to a later date or dates, if necessary, (i) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith is required by applicable law to be disclosed to the Churchill stockholders and for such supplement or amendment to be promptly disseminated to the Churchill stockholders prior to the Stockholder Special Meeting; (ii) if, as of the time for which the Stockholder Special Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient shares of Churchill Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Stockholder Special Meeting; or (iii) in order to solicit additional proxies from the Churchill stockholders for purposes of obtaining approval of the Business Combination Proposal (the “Adjournment Proposal”).

The record date for the Stockholder Special Meeting is [•]. Only stockholders of record at the close of business on that date may vote at the Stockholder Special Meeting or any adjournment thereof. A complete list of Churchill stockholders of record entitled to vote at the Stockholder Special Meeting will be available for ten days before the Stockholder Special Meeting at Churchill’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Stockholder Special Meeting.

After careful consideration, the Churchill Board has unanimously (of those who voted) determined that the Business Combination Proposal, the Governance Proposals and, if necessary, the Adjournment Proposal are fair to, and in the best interests of, Churchill and its stockholders and unanimously (of those who voted) recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the “FOR” the Governance Proposals, and, if presented, “FOR” the Adjournment Proposal.

TABLE OF CONTENTS

When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that Churchill’s directors and officers, as well as Churchill Sponsor VII LLC (the “Sponsor”), have interests in the Business Combination that are different from, or in addition to, the interests of Churchill stockholders generally. Please see the section titled “The Business Combination — Interests of Certain Churchill Persons in the Business Combination” for additional information. The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to Churchill stockholders that they vote in favor of the proposals presented at the Stockholder Special Meeting.

On August 1, 2023, Churchill entered into that Merger Agreement, by and among Churchill, PubCo, Merger Sub, CorpAcq and the Sellers.

On September 19, 2023, Polaris Bermuda Limited (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) became a party to the Merger Agreement.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein and in the Sponsor Agreement, which amended and restated that certain letter, dated February 11, 2021, from the Sponsor and each of the individuals party thereto (a copy of which is attached to this proxy statement/prospectus as Annex B), the parties will consummate the following transactions at the Closing:

•

immediately following the consummation of the CorpAcq Sale, in connection and substantially concurrent with the Closing, and subject to the terms and conditions of the Sponsor Agreement:

•

the Sponsor will forfeit to Churchill for no consideration, a number of shares of Class B common stock of Churchill (“Churchill Class B Common Stock” or “Founder Shares”), par value $0.0001 per share, equal to (“Retirement Founder Shares”) (i) 15,000,000 Founder Shares, subject to positive or negative adjustment based on the Delivered Capital Amount as set forth in the Sponsor Agreement and (ii) 18,600,000 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 Private Placement Warrants”), upon which such Retirement Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”);

•

xvi

TABLE OF CONTENTS

Redeemable Shares equal to the number of Founder Shares attributable to the Estimated Delayed Financing Amount;

•

concurrently with the Founder Share Contribution, the Sponsor will subscribe for, and PubCo will issue to the Sponsor, a number of class B shares, par value $0.000001 of PubCo (“Post-Combination Company B Shares”) equal in number to the number of BermudaCo Redeemable Shares issued or to be issued to the Sponsor pursuant to the immediately preceding bullet point, at an aggregate subscription price to be determined by CorpAcq and Churchill (such amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”), registered in the name of the Sponsor (or its designees), against (and concurrently with) the payment of the B Share Subscription Amount. The BermudaCo Redeemable Shares (each of which, together with a Post-Combination Company B Share, an “Exchangeable Unit”), will entitle the holder thereof to cause BermudaCo to exchange such BermudaCo Redeemable Shares in exchange for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares (such shares the “Exchange Shares”) and such right, the “Exchange Right”) pursuant to the bye-laws of BermudaCo (the “BermudaCo Bye-laws”) and an agreement to be entered into by BermudaCo and PubCo at the Closing pursuant to which PubCo agrees to issue Exchanged Shares to each holder of BermudaCo Redeemable Shares subject to an exchange (“Back to Back Share Issuance Agreement”);

•

at the Effective Time and by virtue of the Merger, and without any further action on the part of any party or the holders of any securities of Churchill, the following shall occur:

•

each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable in respect thereof;

•

xvii

TABLE OF CONTENTS

•

in connection with the Closing and promptly following the CorpAcq Preferred Redemption (as described below), CorpAcq and the Proposing Seller (as defined in the articles of association of CorpAcq (“CorpAcq Articles”)) shall implement the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders and pursuant to the CorpAcq Articles, which shall result in (subject to the relevant transfer forms being stamped by HM Revenue & Customs) PubCo holding 100% of the outstanding equity interests in CorpAcq on closing of such transfer (the “Drag Along Sale”) and shall seek to pay and issue the Closing Seller Consideration to the holders of CorpAcq Ordinary Shares (other than any Seller who is required to transfer such shares to PubCo upon the implementation of the Drag Along Sale (“Drag Sellers”)) less the amounts thereof already paid to the Sellers such that the Drag Sellers transfer their CorpAcq Ordinary Shares on the same terms as the Sellers;

•

the Closing Seller Consideration includes cash (the “Closing Seller Cash Consideration”) as follows:

•

xviii

TABLE OF CONTENTS

•

the aggregate amount of the transaction expenses set forth in the Merger Agreement, 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);

•

the Closing Seller Consideration also includes:

•

a number of Post-Combination Company Ordinary A1 Shares as follows:

•

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

•

15,000,000 Post-Combination Company Class C-2 Shares; and

•

a number of ordinary A2 shares, par value $0.001 of PubCo following the Closing (“Post- Combination Company Ordinary A2 Shares”) and ordinary A3 shares, par value $0.001 of PubCo following the Closing (“Post-Combination Company Ordinary A3 Shares”, and together with the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Ordinary A2 Shares, the “Post-Combination Company Ordinary Shares”) as follows, which will be unvested upon issuance and will be subject to the certain vesting and forfeiture provisions and voting and dividend rights, and subject to the terms of the Merger Agreement and Sponsor Agreement (as applicable):

•

All Churchill stockholders are cordially invited to attend the Stockholder Special Meeting and Churchill is providing this proxy statement/prospectus and proxy card in connection with the solicitation of

xix

TABLE OF CONTENTS

proxies to be voted at the Stockholder Special Meeting (or any adjournment or postponement thereof). To ensure your representation at the Stockholder Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares of Churchill Class A Common Stock are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Stockholder Special Meeting and vote, obtain a proxy card from your broker or bank.

Your vote is important regardless of the number of shares of Churchill Class A Common Stock you own. Whether you plan to attend the Stockholder Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares of Churchill Class A Common Stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Churchill Board unanimously (of those who voted) recommends that you vote “FOR” each of these proposals.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Michael Klein

Chief Executive Officer, President and
Chairman of the Board of Directors
New York, NY
[•], 202[•]

TABLE OF CONTENTS

CHURCHILL CAPITAL CORP VII
NOTICE OF WARRANT HOLDER MEETING
TO BE HELD ON [•], 202[•]

TO THE PUBLIC WARRANT HOLDERS OF CHURCHILL CAPITAL CORP VII:

NOTICE IS HEREBY GIVEN that a meeting (the “Warrant Holder Meeting”) of the public warrant holders of Churchill Capital Corp VII, a Delaware corporation (“Churchill”), which will be held via live webcast at www.[•], on [•], 202[•] at [•]. The Warrant Holder Meeting can be accessed by visiting www.[•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Warrant Holder Meeting by means of remote communication. You are cordially invited to attend the Warrant Holder Meeting to conduct the following items of business:

•

Warrant Amendment Proposal — To consider and vote upon a proposal to approve an amendment to existing warrant agreement that governs all of Churchill’s outstanding warrants, between Churchill and Continental Stock Transfer & Trust Company (as amended, the “Existing Warrant Agreement” (such Existing Warrant Agreement is attached to this proxy/statement as Annex F)), a form of which amendment is attached to this proxy statement/prospectus as Annex G (such amendment, the “Class C Warrant Amendment”), to provide (i) each public warrant of Churchill (“Churchill Public Warrants”) that is outstanding immediately prior to the Effective Time, shall be automatically canceled and extinguished in exchange for one class C-1 share in the Post-Combination Company (“Post-Combination Company Class C-1 Share”) and (ii) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically canceled and extinguished in exchange for one class C-2 share in the Post-Combination Company (“Post-Combination Company Class C-2 Share”, such amendment, the “Class C Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”) (Warrant Holder Proposal No. 1); and

•

Warrant Holder Adjournment Proposal — To consider and act upon a proposal to approve the adjournment of the Warrant Holder Meeting to a later date or dates, if necessary, (i) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith is required by applicable law to be disclosed to the Churchill warrant holders and for such supplement or amendment to be promptly disseminated to the Churchill warrant holders prior to the Warrant Holder Meeting; (ii) if, as of the time for which the Warrant Holder Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient Churchill Public Warrants represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Warrant Holder Meeting; or (ii) in order to solicit additional proxies from the Churchill warrant holders for purposes of obtaining approval of the Warrant Amendment Proposal (the “Warrant Holder Adjournment Proposal”) (Warrant Holder Proposal No. 2).

The above matters are more fully described in this proxy statement/prospectus, which includes, as Annex A, a copy of the Merger Agreement and as Annex G, a form of the Class C Warrant Amendment. Churchill urges you to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Churchill and CorpAcq Holdings Limited.

The record date for the Warrant Holder Meeting is [•]. Only holders of Churchill Public Warrants of record at the close of business on that date may vote at the Warrant Holder Meeting or any adjournment thereof.

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of at least 50% of outstanding Churchill Public Warrants. The Warrant Amendment will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Churchill Public Warrant holders have approved the Warrant Amendment Proposal.

xxi

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect (a) to the Post-Combination Company Ordinary A1 Shares to be issued to Churchill Public Stockholders if the Business Combination described herein is consummated and (b) the Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants, as applicable (and the Post-Combination Company Ordinary A1 Shares underlying such securities) that will be issued to Churchill stockholders if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to (i) the Stockholder Special Meeting at which Churchill stockholders will be asked to consider and vote upon the Business Combination Proposal, among other matters, and (ii) the meeting of Churchill Public Warrant holders at which Churchill Public Warrant holders will be asked to consider and vote upon the Warrant Amendment Proposal, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

The securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any persons in member states of the European Economic Area except (i) to persons who are qualified investors for the purposes of the EU Prospectus Regulation or (ii) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, and no person in member states of the European Economic Area that is not a qualified investor or otherwise falling within Article 1(4) of the EU Prospectus Regulation may act or rely on this document or any of its contents.

The securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any persons in the United Kingdom except (i) to persons who are qualified investors for the purposes of the UK Prospectus Regulation or (ii) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation, and no person in the United Kingdom that is not a qualified investor or otherwise falling within Article 1(4) of the UK Prospectus Regulation may act or rely on this document or any of its contents.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning CorpAcq’s industry, including CorpAcq’s general expectations and market position, market opportunity and market share, is based on information obtained from various independent sources and reports, as well as management estimates. CorpAcq has not independently verified the accuracy or completeness of any third-party information. While CorpAcq believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of CorpAcq’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS AND SERVICE NAMES

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to PubCo or PubCo’s affiliates and others that are the property of other organizations. The CorpAcq logo and other trademarks or service marks of CorpAcq appearing in this proxy statement/prospectus are the property of CorpAcq. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that PubCo or its affiliates will not assert its or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. PubCo does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of PubCo by, these other parties.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires in this document:

“Additional Dilution Sources” means the sum of (i) Post-Combination Company Class C-1 Shares or Post-Combination Public Company Warrants (as applicable), (ii) Post-Combination Company Class C-2 Shares and Post-Combination Private Company Warrants (as applicable), and (iii) all Post-Combination Company Ordinary A1 Shares that may be issued under the Equity Plans after they become effective at Closing.

“Antitrust Division” means the Antitrust Division of the U.S. Department of Justice.

“Archimedes” means Archimedes Advisor Group LLC, strategic advisor to Churchill and affiliate of Michael Klein and Mark Klein.

“Back to Back Share Issuance Agreement” means the agreement to be entered into by BermudaCo and PubCo at the Closing pursuant to which PubCo agrees to issue to each holder of an Exchangeable Unit subject to an exchange, Post-Combination Company Ordinary A1 Shares as set forth therein.

“BermudaCo” means Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda.

“BermudaCo Series B-1 Shares” means the series B-1 ordinary shares, par value $[•] per share of BermudaCo.

“BermudaCo Series B-2 Shares” means the series B-2 ordinary shares, par value $[•] per share of BermudaCo.

“BermudaCo Series B-3 Shares” means the series B-3 ordinary shares, par value $[•] per share of BermudaCo.

“BermudaCo Bye-laws” means the bye-laws of BermudaCo.

“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.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger, and the other transactions contemplated by the other transaction documents contemplated by the Merger Agreement.

“Capex” means capital expenditures.

“Churchill” means Churchill Capital Corp VII.

“Churchill Board” means the board of directors of Churchill.

“Churchill Charter” means the Amended and Restated Certificate of Incorporation of Churchill, dated February 12, 2021, as amended on May 16, 2023.

“Churchill Class A Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of Churchill.

“Churchill Class B Common Stock” or “Founder Shares” means the shares of Class B common stock, par value $0.0001 per share, of Churchill.

“Churchill Common Stock” means the Churchill Class A Common Stock and the Churchill Class B Common Stock.

“Churchill Initial Stockholders” means the Sponsor and the Insiders.

“Churchill IPO” means Churchill’s initial public offering, consummated on February 17, 2021, through the sale of 138,000,000 Churchill Public Units (including 18,000,000 Churchill Public Units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per Churchill Public Unit.

TABLE OF CONTENTS

“Churchill IPO Closing Date” means February 17, 2021.

“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 Stockholders” means holders of Churchill Class A Common Stock sold in the Churchill IPO, including the Churchill Initial Stockholders to the extent the Churchill Initial Stockholders hold shares of Churchill Class A Common Stock; provided, that the Churchill Initial Stockholders are considered a “Churchill Public Stockholder” only with respect to any shares of Churchill Class A Common Stock held by them.

“Churchill Public Units” means the units consisting of one share of Churchill Class A Common Stock and one-fifth of one Churchill Public Warrant sold in the Churchill IPO.

“Churchill Public Warrants” means the warrants included in the Churchill Public Units issued 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 Stockholder Redemptions” means redemptions of the stockholders of Churchill in connection with the Stockholder Special Meeting.

“Churchill Transaction Expenses” means the fees, costs and expenses incurred by or on behalf of Churchill in connection with the preparation, negotiation and execution of the Merger Agreement and the consummation of the Business Combination, the performance and compliance with all transaction agreements and conditions contained therein to be performed or complied with at or before Closing, and the consummation of the Business Combination, whether paid or unpaid prior to Closing and including (i) the fees, costs, expenses and disbursements of outside counsel, accountants, advisors and consultants to Churchill (including its direct and indirect equityholders), (ii) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Churchill, (iii) certain placement fees set forth in the Churchill Disclosure Schedules, (iv) any premiums, fees, disbursements or expenses incurred in connection with any rep and warranty insurance policy and any tail insurance policy for the directors’ and officers’ liability insurance of Churchill, in each case, incurred in connection with the Business Combination, (v) the repayment amount of that certain promissory note issued by Churchill to Sponsor with a principal amount of up to $9,000,000, (vi) any deferred underwriting commissions relating to the Churchill IPO, (vii) working capital loans from any Churchill Initial Stockholder to the extent not repaid, in either case, on or before the Closing, and (viii) any excise taxes payable pursuant to Section 4501 of the Code due and payable by Churchill (or the Post-Combination Company pursuant to the terms of the Merger Agreement).

“Churchill Warrants” means, collectively, the Churchill Private Placement Warrants and the Churchill Public Warrants.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the U.K. Companies Act 2006.

“Completion Window” means, pursuant to the Churchill Charter, the period following the completion of the Churchill IPO at the end of which, if Churchill has not completed an initial business combination, Churchill will redeem 100% of the Churchill Class A Common Stock at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of such accrued interest to pay dissolution expenses), divided by the number of then outstanding Churchill Class A Common Stock, subject to applicable law. The Completion Window ends on February 17, 2024 (or any such extended date that may be approved pursuant to an amendment to the Churchill Charter).

“CorpAcq” means CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales, with registered number 13690959, and its subsidiaries.

TABLE OF CONTENTS

“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 Board” means the board of directors of CorpAcq prior to the Business Combination.

“CorpAcq Class A Ordinary Shares” means the A1 ordinary shares of £0.001 each and the A2 ordinary shares of £0.001 each in the capital of CorpAcq.

“CorpAcq Financial Statements” means (i) the audited consolidated balance sheets of CorpAcq and its subsidiaries as of December 31, 2022 and December 31, 2021, and the related audited consolidated statements of profit or loss, other comprehensive income, financial position, changes in equity, and cash flows of CorpAcq and its subsidiaries for the years then ended, as certified by Marcum, whose opinion thereon is included therewith, together with the notes and schedules thereto and (ii) the unaudited consolidated balance sheets of CorpAcq and its subsidiaries as of June 30, 2023 and the related unaudited consolidated statements of profit or loss, other comprehensive income, financial position, changes in equity, and cash flows of CorpAcq and its subsidiaries for the six months ended June 30, 2023.

“CorpAcq Limited” means the wholly-owned subsidiary of CorpAcq.

“CorpAcq Ordinary Shares” means the CorpAcq Class A Ordinary Shares and the B ordinary shares of £0.001 each, the C ordinary shares of £0.001 each and the D ordinary shares of £0.001 each in the capital of CorpAcq.

“CorpAcq Parties” means, collectively, CorpAcq, PubCo, BermudaCo and Merger Sub.

“CorpAcq Preference Shares” means the preference shares of £1.00 each in the capital of CorpAcq.

“CorpAcq Sale” means the sale and transfer by each Seller, in exchange for such Seller’s pro rata share of the Closing Seller Consideration, of such Seller’s CorpAcq Ordinary Shares to PubCo.

“CorpAcq Shareholders” means, collectively, the shareholders of CorpAcq.

“CorpAcq Transaction Expenses” means the fees, costs and expenses incurred by or on behalf of the CorpAcq Parties (including its direct and indirect equityholders) in connection with the preparation, negotiation and execution of the Merger Agreement and the consummation of the Business Combination, the performance and compliance with all transaction agreements and conditions contained therein to be performed or complied with at or before Closing, and the consummation of the Business Combination, whether paid or unpaid prior to Closing and including, (i) the fees, costs, expenses and disbursements of outside counsel, accountants, advisors and consultants to CorpAcq Parties (including its direct and indirect equityholders), (ii) the fees and disbursements of bona fide third-party investment bankers and financial advisors to CorpAcq, (iii) any premiums, fees, disbursements or expenses incurred in connection with any tail insurance policy for the directors’ and officers’ liability insurance of CorpAcq, in each case, incurred in connection with the Business Combination, (iv) any transfer taxes incurred, imposed, attributable to, or otherwise in connection with (A) the CorpAcq Sale, including any transfer taxes imposed or arising in connection with the issuance of securities in consideration for that transaction (and including, for the avoidance of doubt, any transfer taxes imposed or arising in connection with the issuance of depositary receipts in relation to those securities or the entry of such securities to a depositary or clearance service), (B) the issuance or delivery of securities to holders of Churchill Common Stock or Churchill Warrants or (C) the transfer, conversion or exercise of rights under such securities pursuant to, or contemplated by, or required to give effect to the Merger Agreement, (v) any UK corporation tax imposed on the Post-Combination Company pursuant to section 144 of the Taxation of Chargeable Gains Act 1992 in connection with the granting of any Post-Combination Company Warrants issued in connection for the cancellation and extinguishment of Churchill Warrants pursuant to the Merger Agreement the extent accrued as of the Closing, and (vi) any US withholding taxes imposed in connection with the Churchill Stock Repurchase to the extent accrued as of the Closing.

“Court of Chancery” means the Court of Chancery in the State of Delaware.

TABLE OF CONTENTS

“Deferred Shares” means shares of the Post-Combination Company, of nominal value $0.000001 each that may be created upon conversion of Post-Combination Company B Shares without any requirement for further authorization.

“DGCL” means the General Corporation Law of the State of Delaware.

“Drag Along” means the requirement of each Minority Shareholder (as defined in the CorpAcq Articles) to take certain actions in connection with and to give effect to the Drag Along Sale and comply with the requirements of article 52 of the CorpAcq Articles.

“Drag Along Sale” means the transfer of the aggregate CorpAcq Ordinary Shares held by each Minority Shareholder (as defined in the CorpAcq Articles) as further contemplated in the Merger Agreement and implemented pursuant to article 52 of the CorpAcq Articles, and which shall result in PubCo, as the Proposed Purchaser (as defined in the CorpAcq Articles), holding 100% of the CorpAcq Ordinary Shares (comprising 100% of the outstanding equity interests in CorpAcq) on closing of such sale.

“Drag Sellers” means any holder of CorpAcq Ordinary Shares who is not a Seller and who is required to transfer such CorpAcq Ordinary Shares to PubCo upon implementation of the Drag Along Sale.

“Duff & Phelps” means Kroll, LLC, operating through its Duff & Phelps Opinion Practice.

“Effective Time” means the effective time of the Merger.

“ESG” means environmental, social, and corporate governance.

“EU” means the European Union.

“EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.

“Equity Plans” means each of the Omnibus Incentive Plan and the Non Employee Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Exchange Date” has the meaning given in the BermudaCo Bye-Laws.

“Exchange Right” means the right of the holder of a Redeemable BermudaCo Share comprising part of an Exchangeable Unit to cause BermudaCo to exchange BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Exchanged Shares pursuant to the BermudaCo Bye-laws and the Back to Back Share Issuance Agreement.

“Exchangeable Unit” means the BermudaCo Redeemable Shares together with an equal number of Post-Combination Company B Shares.

“Exchanged Shares” means the Post-Combination Company Ordinary A1 Shares issued or issuable upon exercise of the Exchange Rights related thereto.

“Excluded Shares” means each share of (i) Churchill Class A Common Stock for which redemption rights have been exercised in connection with the Stockholder Special Meeting, (ii) Churchill Common Stock (if any), that, at the Effective Time, is held in the treasury of Churchill, and (iii) Churchill Common Stock (if any), that is owned by the CorpAcq Parties (other than the shares of Churchill Class B Common Stock contributed to BermudaCo in the Founder Share Contribution.

“Existing Warrant Agreement” means that certain Warrant Agreement, by and between Churchill and Continental Stock Transfer & Trust Company, as warrant agent, dated as of February 11, 2021, which is attached hereto as Annex F-1 (as may be amended, supplemented or otherwise modified from time to time, including as amended by the Existing Warrant Amendment).

“Existing Warrant Agreement Amendment” means that certain amendment to the Warrant Agreement, dated November 16, 2023, by and between Churchill Capital Corp VII and Continental Stock Transfer & Trust Company, as warrant agent, which is attached hereto as Annex F-2.

TABLE OF CONTENTS

“FINRA” means the Financial Industry Regulatory Authority.

“FTC” means the U.S. Federal Trade Commission.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IASB” means International Accounting Standards Board.

“IFRS” means International Financing Reporting Standards.

“Incremental Share Consideration” means (a) if the Delivered Capital Adjustment Amount (as defined in the Sponsor Agreement) is a negative number, a number of Shares (rounded down to the nearest whole share) equal to (i) the absolute value of the Delivered Capital Adjustment Amount, divided by (ii) $10.00, multiplied by 50% or (b) if the Delivered Capital Adjustment Amount is zero or a positive number, zero Shares; provided that no Incremental Share Consideration shall be issued at Closing and, instead, the Sellers shall have the contingent right to receive the Incremental Share Consideration, if any, from the Company within five (5) days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Agreement.

“initial business combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Churchill and one or more businesses.

“Initial Directors” means the directors of PubCo at the time of the adoption of the Post-Combination Articles.

“Initial Shareholder” means the initial shareholder of PubCo named in the Merger Agreement.

“Insiders” means Mr. Michael Klein, Mr. Andrew Frankle, Ms. Bonnie Jonas, Mr. Mark Klein, Mr. Malcolm S. McDermid, Ms. Karen G. Mills, Mr. Stephen Murphy, Mr. Alan M. Schrager and Mr. Jay Taragin.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Marcum” means Marcum LLP, an independent registered public accounting firm.

“Merger” means the merger between Merger Sub and Churchill, with Churchill surviving and becoming a subsidiary of PubCo.

“Merger Agreement” means that certain the Merger Agreement, dated as of August 1, 2023 (as may be further amended, supplemented, or otherwise modified from time to time), by and among Churchill, PubCo, CorpAcq, Merger Sub, and the other parties thereto, which is attached hereto as Annex A.

“Merger Sub” means NorthSky Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo.

“MKA” means M. Klein Associates, Inc., a New York corporation and its affiliates.

“MKC” means M. Klein and Company LLC.

“Morrow” means Morrow Sodali LLC, a proxy solicitor.

“Non Employee Plan” means the CorpAcq Group Plc 2023 Non Employee Equity Incentive Plan, 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, in the form attached to this proxy statement/prospectus as Annex E.

“NYSE” means the New York Stock Exchange.

“Omnibus Incentive Plan” means the CorpAcq Group Plc 2023 Omnibus Incentive Plan, the plan to be adopted by PubCo prior to the Closing, pursuant to which employees of the Post-Combination Company

TABLE OF CONTENTS

and its subsidiaries will be granted equity and equity-based awards, in the form attached to this proxy statement/prospectus as Annex D.

“Open Market Purchase” means the purchase of shares of Churchill Class A Common Stock in the open market.

“Opinion” means the written fairness opinion of Duff & Phelps delivered on August 1, 2023 to the Churchill Board, attached to this proxy statement/prospectus as Annex L.

“Post-Combination Articles” means the articles of association of the Post-Combination Company, attached hereto as Annex C.

“Post-Combination Company” means PubCo following the Effective Time.

“Post-Combination Company B Shares” means the B shares of PubCo, nominal value $0.000001 per share.

“Post-Combination Company Board” means the board of directors of the Post-Combination Company.

“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, assuming the Warrant Amendment Proposal is approved, a class C-2 share of the Post-Combination Company.

“Post-Combination Company Ordinary A1 Shares” means the ordinary A1 shares, par value $0.001 of PubCo.

“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 Participating Ordinary Shares” means (i) Post-Combination Company Ordinary A1 Shares; (ii) Post-Combination Company Ordinary A2 Shares to the extent that a relevant redemption trigger event has occurred but such Post-Combination Company Ordinary A2 Shares have not yet been redeemed pursuant to the Post-Combination Articles; and (iii) Post-Combination Company Ordinary A3 Shares to the extent that a relevant redemption trigger event has occurred but such Post-Combination Company Ordinary A3 Shares have not yet been redeemed pursuant to the Post-Combination Articles.

“Post-Combination Company Public Securities” means Post-Combination Company Ordinary Shares and (i) the Post-Combination Company Class C-1 Shares or (ii) Post-Combination Company Public Warrants (as applicable).

“Post-Combination Company Public Warrant” means, assuming the Warrant Amendment Proposal is not approved or the 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 and in accordance with the Warrant Amendment Agreement.

“Post-Combination Company Private Placement Warrants” means, assuming the Warrant Amendment Proposal is not approved or the 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

TABLE OF CONTENTS

Post-Combination Company Ordinary A1 Share on terms substantially similar to the Churchill Private Placement Warrants and in accordance with the Warrant Amendment Agreement.

“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 a Valuation Report is not obtained prior to the Effective Time).

“Post-Combination Company Warrant” means, assuming the Warrant Amendment Proposal is not approved or the 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.

“Proposals” means, collectively, the Stockholder Proposals and the Warrant Holder Proposals.

“Proposing Drag Seller” means the shareholder holding the majority of the CorpAcq Class A Ordinary Shares in issue from time to time.

“PubCo” or “CorpAcq Group Plc” means, CorpAcq Group Plc (formerly known as Polaris Pubco Plc), a public limited company under the laws of England and Wales.

“PubCo Board” means the board of directors of PubCo.

“Reed Smith” means Reed Smith LLP, counsel to CorpAcq and PubCo.

“Related Agreements” means the Sponsor Agreement, the Registration Rights Agreement, the BermudaCo Bye-laws, Back to Back Share Issuance Agreement, the Class C Warrant Amendment, the Warrant Amendment Agreement and the other agreements or documents contemplated under the Merger Agreement.

“Reorganization” means the insertion of CorpAcq at the top of the existing group (CorpAcq Limited) on March 1, 2022.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 203” means Section 203 of the DGCL.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Sellers” means those CorpAcq Shareholders who are a party to the Merger Agreement or signatory to a joinder thereto.

“SME” means a small-to-medium sized enterprise.

“SPAC” means special purpose acquisition company.

“Sponsor” means Churchill Sponsor VII LLC, a Delaware limited liability company and an affiliate of MKC in which certain of Churchill’s directors and officers hold membership interests.

“Sponsor Agreement” means the Amended and Restated Letter Agreement, dated as August 1, 2023, by and among the Sponsor, Churchill, PubCo and certain other parties thereto, as amended, restated, modified or supplemented from time to time. A copy of the Sponsor Agreement is attached to this proxy statement/prospectus as Annex B.

“Stockholder Special Meeting” means the special meeting of the stockholders of Churchill that is the subject of this proxy statement/prospectus.

“Stockholder Proposals” means, collectively, those proposals upon which the stockholders of Churchill are being asked to vote at the Stockholder Special Meeting.

TABLE OF CONTENTS

“Transaction Expenses” means, collectively, the Churchill Transaction Expenses and the CorpAcq Transaction Expenses.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of Churchill that holds the proceeds from the Churchill IPO.

“Trustee” means Continental Stock Transfer & Trust Company, acting as trustee of Churchill.

“UK GAAP” means generally accepted accounting principles of the United Kingdom, consistently applied

“UK Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

“UK Takeover Code” means the City Code on Takeovers and Mergers.

“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States.

“Warrant Agent” means Continental Stock Transfer & Trust Company, acting as warrant agent.

“Warrant Amendment Agreement” means an amendment to the Existing Warrant Agreement, a form of which is attached to this proxy statement/prospectus as Annex H.

“Warrant Amendment Proposal” means the proposal to approve an amendment to the Existing Warrant Agreement upon which the holders of Churchill Public Warrants are being asked to vote.

“Warrant Holder Meeting” means the meeting of the holders of Churchill Public Warrants that is the subject of this proxy statement/prospectus.

“Warrant Holder Proposals” means collectively, those proposals upon which the holders of Churchill Public Warrants are being asked to vote at the Warrant Holder Meeting.

“Weil” means Weil, Gotshal & Manges LLP, counsel to Churchill.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Stockholder Special Meeting and the proposals to be presented at the Stockholder Special Meeting, including with respect to the Business Combination, and questions about the Warrant Holder Meeting and the proposals to be presented at the Warrant Holder Meeting. The following questions and answers do not include all the information that is important to Churchill stockholders or warrant holders. Churchill stockholders and warrant holders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Stockholder Special Meeting and the Warrant Holder Meeting.

The Stockholder Special Meeting will be held via live webcast at www.[•], on [•], 202[•] at [•]. The Stockholder Special Meeting can be accessed by visiting www.[•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Stockholder Special Meeting by means of remote communication.

Why am I receiving this proxy statement/prospectus?

Churchill Capital Corp VII, a Delaware corporation (“Churchill”), Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“PubCo,” and, following the closing of the Business Combination (as defined below (“Closing”)), the “Post-Combination Company”), NorthSky Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (together with its subsidiaries, “CorpAcq”) and the shareholders of CorpAcq set forth on the signature pages thereto or signatory to a joinder thereto (the “Sellers”), have entered into an Agreement and Plan of Merger, dated August 1, 2023 (as it may be amended from time to time, the “Merger Agreement”).

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein and in that certain amended and restated sponsor agreement dated August 1, 2023 (the “Sponsor Agreement”), which amended and restated that certain letter, dated February 11, 2021, from the Sponsor and each of the individuals party thereto, the parties will consummate the certain transactions at the Closing (together with the other transactions contemplated by the Merger Agreement and the other transaction agreements, the “Business Combination”).

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and Churchill encourages its stockholders to read it in its entirety.

Churchill stockholders are being asked, among other things, to consider and vote upon a proposal to adopt the Merger Agreement, and approve the Business Combination. See the section titled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement/prospectus and its Annexes contain important information about the Business Combination Proposal and the other matters and proposals to be acted upon at the Stockholder Special Meeting and the Warrant Holder Meeting.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

What proposals are Churchill stockholders being asked to vote upon?

At the Stockholder Special Meeting, Churchill is asking Churchill stockholders to consider and vote upon the following proposals:

•

Business Combination Proposal — To consider and vote upon a proposal to adopt the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and approve the Business Combination (the “Business Combination Proposal”) (Stockholder Proposal No. 1);

TABLE OF CONTENTS

•

Are the proposals Churchill stockholders are being asked to vote upon conditioned on one another?

No, however, the Business Combination is conditioned on the approval of the Business Combination Proposal. If Churchill fails to obtain sufficient votes for the Business Combination Proposal, Churchill will not satisfy the conditions to consummate the Merger Agreement and Churchill will be prevented from closing the Merger. The Governance Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, Churchill will not consummate the Business Combination. If Churchill does not consummate the Business Combination and fails to complete an initial business combination by February 17, 2024, Churchill will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to Churchill Public Stockholders.

What proposals are Churchill Public Warrant holders being asked to vote upon?

At the Warrant Holder Meeting, Churchill is asking Churchill stockholders to consider and vote upon the following proposals:

•

Warrant Amendment Proposal — To consider and vote upon a proposal to approve an amendment to existing warrant agreement that governs all of Churchill’s outstanding warrants to between Churchill and Continental Stock Transfer & Trust Company (as amended, the “Existing Warrant Agreement” (such Existing Warrant Agreement is attached to this proxy statement/prospectus as Annex F)), a form of which amendment is attached to this proxy statement/prospectus as Annex G (such amendment, the “Class C Warrant Amendment”), to provide (i) each public warrant of Churchill (“Churchill Public Warrants”) that is outstanding immediately prior to the Effective Time, shall be automatically canceled and extinguished in exchange for one class C-1 share in the Post-Combination Company (“Post-Combination Company Class C-1 Share”) and (ii) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically canceled and extinguished in exchange for one class C-2 share in the Post-Combination Company (“Post-Combination Company Class C-2 Share”, such amendment, the “Class C Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”) (Warrant Holder Proposal No. 1); and

•

TABLE OF CONTENTS

Meeting is originally scheduled (as set forth in this proxy statement/prospectus), there are insufficient Churchill Public Warrants represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Warrant Holder Meeting; or (ii) in order to solicit additional proxies from the Churchill warrant holders for purposes of obtaining approval of the Warrant Amendment Proposal (the “Warrant Holder Adjournment Proposal”) (Warrant Holder Proposal No. 2).

Are the proposals Churchill Public Warrant holders are being asked to vote upon conditioned on one another?

Yes. The Warrant Amendment will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Churchill Public Warrant holders have approved the Warrant Amendment Proposal. Approval of the Warrant Amendment is not a condition to the consummation of the Business Combination. Accordingly, the Business Combination can be completed even if the Warrant Amendment Proposal is not approved. The Warrant Holder Adjournment Proposal is not conditioned upon the approval of any other proposal.

Why is Churchill providing stockholders with the opportunity to vote on the Business Combination Proposal?

Under the Churchill Charter, Churchill must provide all holders of Churchill Class A Common Stock with the opportunity to have their Churchill Class A Common Stock redeemed upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Churchill has elected to provide its stockholders with the opportunity to have their Churchill Class A Common Stock redeemed in connection with a stockholder vote rather than a tender offer. Churchill is seeking to obtain the approval of its stockholders of the Business Combination Proposal and, accordingly, will allow the Churchill Public Stockholders to effectuate redemptions of their Churchill Class A Common Stock in connection with the Closing. The approval of the Business Combination is required under the Churchill Charter. In addition, such approval is also a condition to the Closing under the Merger Agreement.

Why is Churchill providing stockholders with the opportunity to vote on the Governance Proposals?

As required by applicable SEC guidance, Churchill is requesting that Churchill stockholders vote upon, on a non-binding advisory basis, separate proposals with respect to certain provisions in the Post-Combination Charter that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law, but pursuant to SEC guidance, Churchill is required to submit these provisions to Churchill stockholders separately for approval. However, the stockholder vote regarding these proposals is advisory, and is not binding on Churchill or the Churchill Board. Furthermore, the approval of the Business Combination Proposal is not conditioned on the separate approval of the Governance Proposals. For additional information, please see the section titled “Stockholder Proposal No. 2 — The Governance Proposals.”

Why is Churchill providing stockholders with the opportunity to vote on the Adjournment Proposal?

Churchill is proposing the Adjournment Proposal to allow the chairman of the Stockholder Special Meeting to adjourn the Stockholder Special Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Churchill stockholders to approve the Business Combination Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Churchill stockholders. For additional information, please see the section titled “Stockholder Proposal No. 3 — The Adjournment Proposal.”

Why is Churchill proposing the Business Combination?

Churchill is a blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Churchill’s acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial

TABLE OF CONTENTS

business combination. However, Churchill (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account at the time of the agreement to enter into the initial business combination and (b) is not, under the Churchill Charter, permitted to effect an initial business combination with a blank check company or a similar company with nominal operations.

Churchill has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. Churchill uses these criteria and guidelines in evaluating acquisition opportunities, but Churchill can decide to enter into an initial business combination with a target business that does not meet these criteria and guidelines. In evaluating potential targets with which to consummate an initial business combination, Churchill looked for targets that are of a size relevant to the public marketplace and positioned, operationally and financially, to be successful as a public company. Churchill further looked for those transactions that it believed, if entered into, would be well-received by the public markets. In particular, Churchill generally sought to identify through its proprietary channels targets that (i) generate stable free cash-flow, (ii) would benefit uniquely from Churchill’s capabilities, (iii) have a committed and capable management team and (iv) have the potential to grow through further acquisition opportunities. Churchill also sought to identify targets that it believed would benefit from being a public company, particularly with respect to access to capital for both organic growth and for use in acquisitions. Based on Churchill’s due diligence investigations of CorpAcq and the industry in which it operates, including the financial and other information provided by CorpAcq in the course of negotiations, Churchill believes that CorpAcq meets the criteria and guidelines listed above and is in the best interests of Churchill. However, there can be no assurances of this. Although Churchill believes that the Business Combination presents a unique business combination opportunity and is in the best interests of Churchill, the Churchill Board did consider certain potentially material negative factors in arriving at that conclusion.

Please see the section titled “Proposal No. 1 — The Business Combination Proposal — The Churchill Board of Directors’ Reasons for Approval of the Business Combination.”

Why is Churchill providing Churchill Public Warrant holders with the opportunity to vote on the Warrant Amendment Proposal?

Churchill is holding the Warrant Holder Meeting to seek approval from Churchill Public Warrant holders of the Class C Warrant Amendment, which will amend the Existing Warrant Agreement to permit the conversion of Churchill Public Warrants to Post-Combination Company Class C-1 Shares and the Churchill Private Placement Warrants to Post-Combination Company Class C-2 Shares. A summary of the Warrant Amendment Proposal is set forth in the section titled “Warrant Holder Proposal 1 — The Warrant Amendment Proposal” and a form of the Class C Warrant Amendment is attached hereto as Annex G.

The Churchill Board believes it is in the best interests of Churchill and Churchill Public Warrant holders to permit the conversion of Churchill Warrants to Post-Combination Company Class C Shares. In the event the Warrant Amendment Proposal is not approved but the Business Combination Proposal is approved, the Existing Warrant Agreement will be amended by the Warrant Amendment Agreement, pursuant to which, among other things, each Churchill Warrant will convert into a Post-Combination Company Warrant, which will be exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms as were applicable to the Churchill Warrants under the Existing Warrant Agreement. There is a risk that the issue of such Post-Combination Company Warrants might cause U.K. corporation tax charges to arise for the Post-Combination Company. Any such U.K. corporation tax charge is not expected to arise in the event that the Churchill Warrants are instead permitted to be converted into Post-Combination Company Class C Shares, pursuant to the terms of the Class C Warrant Amendment. Please see the section titled “Risk Factors — Consequences if the Warrant Amendment Proposal is Not Approved” for further information.

TABLE OF CONTENTS

Why is Churchill providing Churchill Public Warrant holders with the opportunity to vote on the Warrant Holder Adjournment Proposal?

Churchill is proposing the Adjournment Proposal to allow the chairman of the Warrant Holder Meeting to adjourn the Warrant Holder Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Churchill warrant holders to approve the Warrant Amendment Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Churchill warrant holders. For additional information, please see the section titled “Warrant Holder Proposal No. 2 — The Warrant Holder Adjournment Proposal.”

Did the Churchill Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. Although the Churchill Charter does not require the Churchill Board to seek a third-party valuation or fairness opinion in connection with an initial business combination unless the target is affiliated with the Sponsor or Churchill’s directors or officers, on August 1, 2023, Duff & Phelps rendered an opinion to the Churchill Board that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed, matters considered, and limitations of the review undertaken and qualifications contained in the Opinion, the Churchill Class A Stockholder Consideration to be received by the holders of Churchill Class A Common Stock other than Excluded Shares in the Business Combination was fair, from a financial point of view, to such stockholders (taking into account the other transactions contemplated by the Merger Agreement and the Sponsor Agreement but without giving effect to any impact of the Business Combination on any particular stockholder other than in its capacity as a stockholder). The Opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the Opinion.

Please see the section titled “The Business Combination — Opinion of Churchill’s Financial Advisor” and the opinion of Duff & Phelps attached hereto as Annex L for additional information.

What revenues and profits/losses has CorpAcq generated in the last two years?

For the fiscal years ended December 31, 2022 and 2021, CorpAcq had total revenues of £633.2 million and £557.3 million, respectively. At the end of fiscal year ended December 31, 2022, CorpAcq’s total assets were £620.7 million and its total liabilities were £717.4 million. For the six months ended June 30, 2023 and 2022, CorpAcq had total revenues of £341.6 million and £305.8 million, respectively. As of June 30, 2023, CorpAcq’s total assets were £637.9 million and its total liabilities were £732.6 million. For additional information, please see the CorpAcq Financial Statements and section titled “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

What is expected to happen in the Business Combination?

On August 1, 2023, Churchill entered into the Merger Agreement, by and among Churchill, PubCo, Merger Sub, CorpAcq and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annex A.

On September 19, 2023, Polaris Bermuda Limited (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) became a party to the Merger Agreement.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein and in the Sponsor Agreement, the parties will consummate the following transactions at the Closing:

•

immediately prior to the Closing, (i) to the extent not already done, the Initial Shareholder shall cause PubCo to adopt the articles of association of the Post-Combination Company, attached hereto as Annex C (“Post-Combination Articles”) and to pass such other resolutions of PubCo as may be required in order to effect the Business Combination and (ii) each Seller shall, in exchange for its pro rata share of the Closing Seller Consideration, sell and transfer such Seller’s ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (such sale by the Sellers, the “CorpAcq Sale”);

TABLE OF CONTENTS

•

immediately following the consummation of the CorpAcq Sale, in connection and substantially concurrent with the Closing, and subject to the terms and conditions of the Sponsor Agreement:

•

at the Effective Time and by virtue of the Merger, and without any further action on the part of any party or the holders of any securities of Churchill, the following shall occur:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be exchanged for, and the holders of such

TABLE OF CONTENTS

Churchill Class A Common Stock shall be entitled to receive for each share of such Churchill Class A Common Stock, one ordinary A1 share, par value $0.001 of PubCo following the Closing (“Post-Combination Company Ordinary A1 Share”, and such consideration, the “Churchill Class A Stockholder Consideration”); and all such shares of Churchill Class A Common Stock so exchanged shall be converted into and become shares of Churchill Class A Common Stock, par value $0.001 per share, of the Surviving Corporation and be held by PubCo as of immediately after the Merger;

•

each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable in respect thereof;

•

TABLE OF CONTENTS

•

in connection with the Closing and promptly following the CorpAcq Preferred Redemption (as described below), CorpAcq and the Proposing Seller (as defined in the articles of association of CorpAcq (“CorpAcq Articles”)) shall implement the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders and pursuant to the CorpAcq Articles, which shall result in (subject to stamping of the relevant transfer forms by HM Revenue & Customs) PubCo holding 100% of the outstanding equity interests in CorpAcq on closing of such transfer (the “Drag Along Sale”) and shall seek to pay and issue the Closing Seller Consideration to the holders of CorpAcq Ordinary Shares (other than any Seller who is required to transfer such shares to PubCo upon the implementation of the Drag Along Sale (“Drag Sellers”)) less the amounts thereof already paid to the Sellers, such that the Drag Sellers transfer their CorpAcq Ordinary Shares on the same terms as the Sellers;

•

the Closing Seller Consideration includes cash (the “Closing Seller Cash Consideration”) as follows:

•

the aggregate amount of the transaction expenses set forth in the Merger Agreement, 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);

•

the Closing Seller Consideration also includes:

•

a number of Post-Combination Company Ordinary A1 Shares as follows:

•

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

•

15,000,000 Post-Combination Company Class C-2 Shares; and

•

TABLE OF CONTENTS

“Post-Combination Company Ordinary Shares”) as follows, which will be unvested upon issuance and will be subject to the certain vesting and forfeiture provisions and voting and dividend rights, and subject to the terms of the Merger Agreement and Sponsor Agreement (as applicable):

•

(i) if the Delivered Capital Adjustment Amount is a negative number, an aggregate amount of Post-Combination Company Ordinary A3 Shares equal to 15,000,000 or (ii) if the Delivered Capital Adjustment Amount is not a negative number, an aggregate amount of Post-Combination Company Ordinary A3 Shares equal to 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to (1) the absolute value of the Delivered Capital Adjustment Amount, divided by (2) $10.00 and as may be adjusted pursuant the Sponsor Agreement (the “Base Earnout Shares”).

For more information on the Business Combination, see the section titled “The Business Combination.”

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement, including the approval by Churchill Stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Merger Agreement.”

Will Churchill or CorpAcq raise new financing in connection with the Business Combination?

Although no new financing is currently contemplated, pursuant to the Merger Agreement, the parties have agreed to work in good faith and expect to have a new credit facility in place prior to Closing.

In addition, the Sponsor agreed to purchase, cause the purchase of (through one or more of its affiliates or third parties designated by it) or raise, on the Closing Date, securities (equity, debt or otherwise) of the Post-Combination Company for an aggregate purchase price equal to the amount necessary to satisfy the Minimum Cash Condition as of the Closing Date in the Additional Subscription; provided, that (i) the Additional Subscription shall in all cases be a maximum of $50,000,000 in the aggregate; (ii) the rights and preferences of the securities purchased pursuant to the Additional Subscription, and the other terms of the Additional Subscription, shall be as mutually agreed by the Sponsor and the Post-Combination Company; and (iii) the obligation of Sponsor to consummate the Additional Subscription shall be subject to (x) the satisfaction of the Minimum Cash Condition as of the Closing Date (taking into account the Additional Subscription), (y) the substantially concurrent consummation of the Closing and (z) the Sponsor and the Post-Combination Company mutually agreeing on terms of the securities.

Further, pursuant to the Merger Agreement and the Sponsor Agreement, the Retirement Founder Shares and Closing Seller Share Consideration will be determined based on the Delivered Capital Amount, which includes certain cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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 (other than the Delayed Financing Amount).

How has the announcement of the Business Combination affected the trading price of the Churchill Class A Common Stock?

On July 31, 2023, the trading date before the public announcement of the Business Combination, Churchill Public Units, Churchill Class A Common Stock and Churchill Public Warrants closed at $10.38, $10.39 and $0.13, respectively. On [•], 202[•] the trading date immediately prior to the date of this proxy statement/prospectus, Churchill Public Units, Churchill Class A Common Stock and Churchill Public Warrants closed at $[•], $[•] and $[•], respectively.

TABLE OF CONTENTS

Who will be on the Post-Combination Company Board?

Upon the Closing, it is anticipated that the Post-Combination Company Board will be composed of [•] directors in Class I (expected to be [•]), [•] directors in Class II (expected to be [•]) and three directors in Class III (expected to be [•]). The term of the initial Class I directors will expire at the first annual general meeting, the term of the initial Class II directors will expire at the second annual general meeting, and the term of the initial Class III directors will expire at the third annual general meeting. At each succeeding annual general meeting following the third annual general meeting following Closing, directors shall be elected to serve for a term of three years to succeed the directors of the class whose terms expire at such annual general meeting. At each annual meeting of Post-Combination Company shareholders beginning with the first annual meeting of Post-Combination Company shareholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.

Please see the section titled “Management of the Post-Combination Company” for additional information.

Who will be on the management team of the Post-Combination Company?

It is expected that, following the Closing, the current senior management of CorpAcq will comprise the senior management of the Post-Combination Company.

Please see the section titled “Management of the Post-Combination Company” for additional information.

What equity stake will current stockholders of Churchill and CorpAcq hold in the Post-Combination Company, and what is the impact on relative stock ownership if a substantial number of Churchill Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

It is anticipated that, upon consummation of the Business Combination and assuming the no redemption scenario and that the Earnout Shares and Vesting Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 43.9% and a voting interest of approximately 38.2% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock;

(ii)

The Sponsor will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 5.6% (or, when including the Base Vesting Shares, 11.2%) and voting interest of approximately 12.9% of the Post-Combination Company by virtue of its ownership of Founder Shares; and

(iii)

The CorpAcq Shareholders will have an economic interest of approximately 44.9% (or, including the Incremental Earnout Shares, 44.9%) and voting interest of approximately 48.9% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming the ‘Contractual Maximum Redemption Scenario’ and that the Earnout Shares and Vesting Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 29.4% and a voting interest of approximately 25.6% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock;

(ii)

The Sponsor will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 4.7% (or, including the Base Vesting Shares, 9.4%) and voting interest of approximately 11.3% of the Post-Combination Company by virtue of its ownership of Founder Shares; and

(iii)

The CorpAcq Shareholders will have an economic interest of approximately 60.3% (or, including the Incremental Earnout Shares, 61.1%) and voting ownership interest of approximately 63.1% of the Post-Combination Company.

TABLE OF CONTENTS

For more information, please see the sections titled “The Business Combination — Impact of the Business Combination on Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

What is the amount of net cash per share of Churchill’s Class A Common Stock that is being contributed to the combined company in the Business Combination?

The estimated net cash per share of Churchill’s Class A Common Stock that is being contributed to the combined company in the Business Combination is (i) approximately $[•] per share or $[•] per share, assuming the No 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 $[•] per share or $[•] per share, assuming the No 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.

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 that would be in the Trust Account of approximately $606 million or $409 million, assuming the No Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, minus (ii) the amount of estimated Churchill Transaction Expenses of approximately $39.2 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 $[•] (calculated as the trading price of one Churchill Public Warrant of $[•] 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 58.0 million or 39.1 million shares of Churchill Class A Common Stock anticipated to be outstanding as of immediately prior to the Effective Time assuming the No Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, plus (ii) (x) an aggregate of approximately 7.4 million or 6.3 million Founder Shares anticipated to be outstanding at the Closing and following the Founder Equity Retirement, assuming the No 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 19.5 million or 17.2 million Founder Shares anticipated to be outstanding at the Closing and following the Founder Equity Retirement, assuming the No 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 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) 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 $[•] per share as of [•], 202[•], the record date for the Stockholder Special Meeting).

TABLE OF CONTENTS

	No Redemption Scenario(1)			Contractual Maximum Redemption Scenario(2)
	(millions of dollars or shares, unless per share numbers or otherwise indicated; totals may not add due to rounding)
Trust Account		$	606		$	409
Churchill Transaction Expenses (excluding deferred underwriting commissions)(3)		$	25.2		$	25.2
Estimated deferred underwriting commissions(4)		$	14.0		$	14.0
Churchill Transaction Expenses(5)		$	39.2		$	39.2
Net cash proceeds to Post-Combination Company		$	547		$	350
Total Churchill Warrants			41.6			41.6
Trading price per Churchill Public Warrant (as of record date)		$	[•]		$	[•]
Shares of Churchill Class A Common Stock			58.0			39.1
Founder Shares (excluding Founder Shares that convert into unvested securities in the Business Combination)			7.4			6.3
Net cash per share		$	[•]		$	[•]
Founder Shares (including Founder Shares that convert into unvested securities in the Business Combination)(6)			19.5			17.2
Net cash per share		$	[•]		$	[•]

(1)

The No Redemption Scenario assumes that no shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders in connection with the Stockholder Special Meeting, and is based on the amount of $606,247,892 in the Trust Account as of August 31, 2023.

(2)

The Contractual Maximum Redemption Scenario assumes (i) approximately 18,882,432 shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders, which, based on the amount of $606,247,892 in the Trust Account as of August 31, 2023 and assuming Transaction Expenses of $59,000,000, represents the maximum amount of redemptions that would still enable Churchill to have sufficient cash to satisfy the Minimum Cash Condition and (ii) no additional cash or cash equivalents are delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing.

(3)

Churchill Transaction Expenses (excluding deferred underwriting commissions) to be paid at Closing, estimated as of August 31, 2023.

(4)

Estimated aggregate amount of deferred underwriting commissions that Churchill estimates will be payable at the time of Closing (after taking into account amounts estimated to be waived by underwriters in the Churchill IPO), estimated as of August 31, 2023.

(5)

Estimated aggregate of all Churchill’s Transaction Expenses (including deferred underwriting commissions) to be paid at Closing, estimated as of August 31, 2023.

(6)

Includes 4,697,750 Founder Shares under both scenarios that will be exchanged at the Closing for unvested Earnout Vesting Shares that will vest when the stock price reaches $15 or otherwise pursuant to the terms of the Sponsor Agreement. Also includes 7,401,125 Founder Shares under the No Redemption Scenario and 6,256,956 Founder shares under the Contractual Maximum Redemption Scenario, that will be exchanged at the Closing for unvested Base Vesting Shares that vest at the time when the stock price reaches $11.50 or otherwise pursuant to the Sponsor Agreement.

TABLE OF CONTENTS

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the section titled “Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights in your particular situation.

How many votes do I have at the Stockholder Special Meeting and/or the Warrant Holder Meeting?

Churchill Stockholders are entitled to one vote on each proposal presented at the Stockholder Special Meeting for each share of Churchill Common Stock held of record as of [•], 202[•], the record date for the Stockholder Special Meeting. Churchill Public Warrant holders are entitled to one vote on each proposal presented at the Warrant Holder Meeting for each Churchill Public Warrant held of record as of [•], 202[•], the record date for the Warrant Holder Meeting.

As of the close of business on the record date of the Stockholder Special Meeting, there were [•] outstanding shares of Churchill Common Stock. As of the close of business on the record date of the Warrant Holder Meeting, there were [•] outstanding Churchill Public Warrants.

What happens if I sell my shares of Churchill Class A Common Stock or Churchill Public Warrants before the Stockholder Special Meeting and/or Warrant Holder Meeting?

The record date for the Stockholder Special Meeting and the Warrant Holder Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Churchill Class A Common Stock after the record date, but before the Stockholder Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Stockholder Special Meeting. However, you will not be able to seek redemption of your shares of Churchill Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Churchill Class A Common Stock prior to the record date, you will have no right to vote those shares at the Stockholder Special Meeting, or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

If you transfer your Churchill Public Warrants after the record date, but before the Warrant Holder Meeting, unless the transferee obtains from you a proxy to vote those warrants, you will retain your right to vote at the Warrant Holder Meeting. If you transfer your Churchill Public Warrants prior to the record date, you will have no right to vote those warrants at the Warrant Holder Meeting.

What vote is required to approve the proposals presented at the Stockholder Special Meeting?

The following votes are required for each proposal at the Stockholder Special Meeting:

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Churchill Common Stock entitled to vote thereon at the Stockholder Special Meeting. Because the Churchill Initial Stockholders have agreed to vote the shares of Churchill Common Stock they own (other than those acquired in Open Market Purchases, if any) in favor of the Business Combination Proposal. The Sponsor owns approximately 37% of the outstanding shares of Churchill Common Stock. Holders of approximately 20% of Churchill Class A Common Stock will need to vote in favor of the Business Combination Proposal for the Business Combination Proposal to be approved. A Churchill stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of the Governance Proposals requires the affirmative vote of at least a majority of the votes cast by holders of the outstanding shares of Churchill Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Stockholder Special Meeting. Accordingly, a Churchill stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, as well as an abstention from voting and a broker

TABLE OF CONTENTS

non-vote with regard to the Governance Proposals will have no effect on the Governance Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Governance Proposals. The Churchill Initial Stockholders have agreed to vote the shares of Churchill Common Stock they own (other than those acquired in Open Market Purchases, if any) in favor of the Governance Proposals.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of Churchill Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Stockholder Special Meeting. Accordingly, a Churchill stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal. The Churchill Initial Stockholders have agreed to vote the shares of Churchill Common Stock they own (other than those acquired in Open Market Purchases, if any) in favor of the Adjournment Proposal.

For purposes of the Stockholder Special Meeting, an abstention occurs when a stockholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

What vote is required to approve the proposals presented at the Warrant Holder Meeting?

The following votes are required for each proposal at the Warrant Holder Meeting:

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of at least 50% of outstanding Churchill Public Warrants. Accordingly, a Churchill Public Warrant holder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Warrant Holder Meeting, as well as an abstention from voting and a broker non-vote with regard to the Warrant Amendment Proposal, will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal.

Approval of the Warrant Holder Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Churchill Public Warrant holders present or represented by proxy and entitled to vote at the Warrant Holder Meeting. Accordingly, a Churchill Public Warrant holder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Warrant Holder Meeting, as well as a broker non-vote with regard to the Warrant Holder Adjournment Proposal will have no effect on the Warrant Holder Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Warrant Holder Adjournment Proposal.

For purposes of the Warrant Holder Meeting, an abstention occurs when a Churchill Public Warrant holder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

What constitutes a quorum at the Stockholder Special Meeting and the Warrant Holder Meeting?

A majority of the issued and outstanding shares of Churchill Common Stock entitled to vote as of the record date at the Stockholder Special Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Stockholder Special Meeting to constitute a quorum and in order to conduct business at the Stockholder Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. The Sponsor, who currently owns approximately 37% of the issued and outstanding shares of Churchill Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Stockholder Special Meeting has power to adjourn the Stockholder Special Meeting. As of the record date for the Stockholder Special Meeting, [•] shares of Churchill Common Stock would be required to achieve a quorum.

A quorum will be present at the Warrant Holder Meeting if a majority of the Churchill Public Warrants outstanding and entitled to vote at the Warrant Holder Meeting is represented virtually or by proxy. In the absence of a quorum, the chairman of the Warrant Holder Meeting has power to adjourn the Warrant Holder Meeting. As of the close of business on the record date of the Warrant Holder Meeting, there were [•] outstanding Churchill Public Warrants.

TABLE OF CONTENTS

How will the Sponsor and Churchill’s directors and officers vote at the Stockholder Special Meeting and Warrant Holder Meeting?

Pursuant to the Sponsor Agreement, the Sponsor and each of the Insiders agreed (i) to vote any of such Insider’s shares of Churchill Common Stock (other than those acquired in Open Market Purchases, if any) (a) in favor of the Business Combination and all other Stockholder Proposals and (b) against certain other matters; (ii) not to redeem any of such Insider’s shares of Churchill Common Stock in connection with the Churchill Stockholder Redemptions; (iii) to take all actions to consummate the Merger, the Business Combination and the matters contemplated by the Merger Agreement and the Sponsor Agreement; (iv) not to transfer (a) 50% of its, his or her (1) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (2) the Post-Combination Company Public Warrants and the Post-Combination Company Private Placement Warrants or Post-Combination Company Class C-2 Shares (or Post-Combination Company Ordinary A1 Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, for a period of 12 months after the Closing; and (b) the remaining 50% of such securities received pursuant to the Merger Agreement for a period of 18 months after the Closing; (v) not to enter into, modify or amend any contract that would contradict, limit, restrict or impair (a) any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or (b) PubCo’s, BermudaCo’s, Churchill’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement; and (vi) to be bound to certain other obligations as described therein. See the section titled “Related Agreements — Amended and Restated Sponsor Agreement.”

None of the Sponsor or Churchill’s directors or officers have purchased any shares of Churchill Common Stock during or after the Churchill IPO and, as of the date of this proxy statement/prospectus, other than as set forth in the Sponsor Agreement, neither Churchill nor the Sponsor or Churchill’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, the Sponsor owns approximately 37% of the issued and outstanding shares of Churchill Common Stock, including all of the Churchill Class B Common Stock, and will be able to vote all such shares at the Stockholder Special Meeting.

The Sponsor and Churchill’s directors and officers do not hold any Churchill Public Warrants and will thus not be entitled to vote at the Warrant Holder Meeting. The Sponsor holds Churchill Private Placement Warrants and will execute a written consent approving the Class C Warrant Amendment, as required pursuant to the terms of the Existing Warrant Agreement.

What interests do the Sponsor and Churchill’s current officers and directors have in the Business Combination?

The Sponsor, certain members of the Churchill Board and Churchill’s officers may have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination.

See “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of the Churchill Initial Stockholders and Churchill’s Directors and Officers.”

Do I have redemption rights?

If you are a Churchill Public Stockholder, you may redeem your shares of Churchill Class A Common Stock for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest not previously released to Churchill to fund Working Capital Withdrawals and/or to pay its franchise and income taxes, by (ii) the total number of then-outstanding Churchill Class A Common Stock; provided that Churchill may not redeem any shares of Churchill Class A Common Stock issued in the Churchill IPO to the extent that such redemption would result in Churchill’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,001. A Churchill Public Stockholder, together with any of its affiliates or any other

TABLE OF CONTENTS

person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Churchill Class A Common Stock. Holders of outstanding Churchill Public Warrants do not have redemption rights in connection with the Business Combination.

The Sponsor and Churchill’s directors and officers have agreed to waive their redemption rights with respect to their shares of Churchill Common Stock in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As is customary in transactions of this type, the Sponsor and Churchill’s directors and officers did not receive any consideration for waiving their redemption rights. The Churchill Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any Founder Shares they may hold in connection with the consummation of the Closing. For illustrative purposes, based on the balance of the Trust Account of $605.9 million as of September 30, 2023, the estimated per share redemption price would have been approximately $10.42. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to Churchill to fund Working Capital Withdrawals and/or to pay its franchise and income taxes) in connection with the liquidation of the Trust Account, unless Churchill completes an alternative initial business combination prior to February 17, 2024 or Churchill amends the Churchill Charter (which requires the affirmative vote of 65% of all then outstanding shares of Churchill Common Stock) and amend certain other agreements into which Churchill has entered to extend the life of Churchill.

Is there a limit on the number of shares I may redeem?

Yes. A Churchill Public Stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Churchill Class A Common Stock. In addition, in no event will Churchill redeem Churchill Class A Common Stock in an amount that would result in Churchill’s failure to have net tangible assets equaling or exceeding $5,000,001. Each redemption of Churchill Class A Common Stock will reduce the amount in the Trust Account. Other than the foregoing, there are no additional specified maximum redemption thresholds under the Churchill Charter.

In no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in the Churchill IPO) for or against the Business Combination restricted.

Is there a limit on the total number of Churchill Class A Common Stock that may be redeemed?

Yes. The Churchill Charter provides that Churchill may not redeem Churchill Class A Common Stock in an amount that would result in Churchill’s failure to have net tangible assets in excess of $5,000,001 (such that Churchill is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Based on a value of $10.00 per share, up to 57,537,586 Churchill Class A Common Stock may be redeemed under the Churchill Charter.

Are there other redemption thresholds that affect the Business Combination?

Yes. Under the Merger Agreement, the Closing is subject to the Minimum Cash Condition, which requires that the Available Cash Amount minus Transaction Expenses (and disregarding any Delayed Financing Amount) is no less than $350,000,000. The Available Cash Amount will be determined with respect to the Trust Account balance (net of redemptions) and as a result, each redemption of Churchill Class A Common Stock will reduce the Available Cash Amount. The Trust Account Balance as of September 30, 2023 was $605.9 million, as such, there can be no assurance that the Minimum Cash Condition will be satisfied, particularly in the event of substantial redemptions of shares of Churchill Class A Common Stock. If the Business Combination is not completed, the shares of Churchill Class A Common Stock will not be redeemed.

TABLE OF CONTENTS

In addition, pursuant to the Sponsor Agreement, Sponsor will forfeit a number of Founder Shares equal to the Retirement Founder Shares. The number of Retirement Founder Shares is subject to increase or decrease based on whether the Delivered Capital Adjustment Amount is negative or positive, respectively. The Delivered Capital Adjustment Amount will be determined with respect to the Trust Account balance (net of redemptions) and certain other cash and cash equivalents exceeding a certain threshold, and as a result, each redemption of Churchill Class A Common Stock will increase the probability that the Delivered Capital Adjustment Amount is a negative number. As a result, each redemption of Churchill Class A Common Stock would, subject to certain limitations set forth in the Sponsor Agreement, increase the number of Retirement Founder Shares.

Further, pursuant to the Merger Agreement, the Closing Seller Cash Consideration will be determined with respect to the Trust Account balance (net of redemptions) and as a result, each redemption of Churchill Class A Common Stock will reduce the Closing Seller Cash Consideration. Further, the Closing Seller Share Consideration and the Incremental Earnout Shares will be determined with respect to the Delivered Capital Adjustment Amount, which will be subject to increase in the event the Delivered Capital Adjustment Amount is negative, while the Base Earnout Shares will be subject to increase or decrease based on the Delivered Capital Adjustment Amount, whether positive or negative. As a result, each redemption of Churchill Class A Common Stock will increase the probability that the Delivered Capital Adjustment Amount is a negative number. As a result, each redemption of Churchill Class A Common Stock would, subject to certain limitations set forth in the Merger Agreement, increase the Closing Seller Share Consideration and the number of Base Earnout Shares and Incremental Earnout Shares. See the section titled “The Merger Agreement — Consideration.”

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your Churchill Class A Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal, the Governance Proposals or any other stockholder proposal described by this proxy statement. As a result, the Merger Agreement can be adopted by Churchill stockholders who will redeem their shares and no longer remain Churchill stockholders, leaving Churchill stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability of Churchill or the Post-Combination Company to meet the listing standards of the NYSE or another national securities exchange.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) if you hold Churchill Public Units, separate the underlying Churchill Class A Common Stock and Churchill Public Warrants, and (ii) prior to 5:00 P.M., Eastern Time on [•], 202[•] (two business days before the Stockholder Special Meeting), tender your shares physically or electronically and submit a request in writing that Churchill redeem your Churchill Class A Common Stock for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Additionally, you must identify to Churchill the beneficial holder of the Churchill Class A Common Stock, including name, address, telephone number and email address being redeemed in order to validly redeem Churchill Class A Common Stock. A Churchill Public Stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Churchill Class A Common Stock. Accordingly, all Churchill Class A Common Stock in excess of the aforementioned 15% threshold beneficially owned by a Churchill Public Stockholder or group will not be redeemed for cash.

TABLE OF CONTENTS

Churchill stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Churchill’s understanding that Churchill stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Churchill does not have any control over this process and it may take longer than two weeks. Churchill stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Churchill stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Stockholder Special Meeting, or to deliver their shares to the Transfer Agent electronically using The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Stockholder Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Business Combination Proposal is approved. Any request for redemption, once made by a holder of Churchill Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Stockholder Special Meeting. If you deliver your Churchill Class A Common Stock for redemption to the Transfer Agent and later decide prior to the Stockholder Special Meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the address listed above.

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of Churchill Public Warrants have no redemption rights with respect to such Churchill Public Warrants. However, if a holder of Churchill Public Warrants elects to exercise its redemption rights with respect to any Churchill Class A Common Stock held by such holder, such exercise of redemption rights will not affect the holder’s entitlement to exercise its Post-Combination Company Public Warrants or Post-Combination Company Class C-1 Shares to purchase Post-Combination Company Ordinary A1 Shares in accordance with the procedures set forth herein. Please see the section titled “Description of Post-Combination Company Securities” for more information regarding the procedure to be followed by holders of Churchill Public Warrants that wish to exercise their Post-Combination Company Public Warrants or Post-Combination Company Class C-1 Shares and purchase shares of Post-Combination Company Ordinary A1 Shares.

Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

No. Appraisal rights or dissenters’ rights are not available to holders of shares of Churchill Common Stock in connection with the Business Combination.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be used:

•

to pay, certain Trust Account payments, consisting of (i) the aggregate payments in connection with the Churchill Stockholder Redemptions and (ii) accrued and unpaid Churchill Transaction Expenses;

•

to repurchase all shares (other than one share or such other number as the parties may agree) of Churchill Class A Common Stock, par value $0.001 per share, of the Surviving Corporation held by PubCo in exchange for an amount paid by the Surviving Corporation to PubCo in cash equal to the market value of the shares of Churchill Class A Common Stock so repurchased;

•

to make to PubCo, the I/C Company Interest Loan (as defined in the section titled “The Merger Agreement”), at PubCo’s request in an amount necessary to allow PubCo to pay all or any portion of (i) the Closing Seller Cash Consideration to the Sellers and the Drag Sellers, (ii) CorpAcq Preferred Redemption Amount, and (iii) CorpAcq Transaction Expenses; and

TABLE OF CONTENTS

•

to make the I/C CorpAcq Interest Loan at CorpAcq’s request and to the extent necessary to fund all or any portion of an amount equal to (i) $128,600,000 less the CorpAcq Holder Facilitated Financing Amount) and (ii) any cash or cash equivalents of Churchill and its subsidiaries plus the Churchill Facilitated Financing Amount less Transaction Expenses, the CorpAcq Preferred Redemption Amount, the Closing Seller Cash Consideration and the amount in clause (i) (if any, held by the Surviving Corporation at such time).

Any remaining funds will be used by the Post-Combination Company for general corporate purposes.

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Merger Agreement may be terminated. Please see the section titled “The Merger Agreement” for information regarding the parties’ specific termination rights.

Unless Churchill amends the Churchill Charter (which requires the affirmative vote of the holders of 65% of all then outstanding shares of Churchill Common Stock) and amend certain other agreements into which Churchill has entered to extend the life of Churchill, if Churchill fails to complete an initial business combination by February 17, 2024, then Churchill will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Churchill Class A Common Stock, at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Churchill to fund Working Capital Withdrawals and/or to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Churchill Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining Churchill stockholders and the Churchill Board, dissolve and liquidate, subject in each case to Churchill’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Churchill IPO. Please see the section titled “Risk Factors — Risks Related to Churchill and the Business Combination.”

The Churchill Initial Stockholders have waived any right to any liquidation distribution with respect to such shares. In addition, if Churchill fails to complete an initial business combination by February 17, 2024, there will be no redemption rights or liquidating distributions with respect to outstanding Churchill Warrants, which will expire worthless unless Churchill amends the Churchill Charter and amend certain other agreements into which Churchill has entered to extend the life of Churchill.

When do you expect the Business Combination to be completed?

The Closing is expected to take place on or prior to the seventh business day following the satisfaction or waiver of the conditions described below in the subsection titled “The Merger Agreement — Conditions to Closing of the Business Combination.” The Closing is expected to occur in early 2024.

What else do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy cards or, if you hold your shares or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote my shares of Churchill Common Stock?

If you were a holder of record of shares of Churchill Common Stock on [•], 202[•], the record date for the Stockholder Special Meeting, you may vote with respect to the proposals in person via the virtual

TABLE OF CONTENTS

meeting platform at the Stockholder Special Meeting, or by completing, signing, dating and returning the enclosed Churchill stockholder proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the Churchill stockholder proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the Churchill stockholder proxy card to vote your shares at the Stockholder Special Meeting in the manner you indicate. You are encouraged to sign and return the Churchill stockholder proxy card even if you plan to attend the Stockholder Special Meeting so that your shares will be voted if you are unable to attend the Stockholder Special Meeting. If you receive more than one Churchill stockholder proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all Churchill stockholder proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [•] on [•], 202[•].

Voting at the Stockholder Special Meeting via the Virtual Meeting Platform. If you attend the Stockholder Special Meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the Stockholder Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Stockholder Special Meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section titled “Special Meeting of Churchill Stockholders.”

How do I vote my Churchill Public Warrants?

If you were a holder of record of Churchill Public Warrants on [•], 202[•], the record date for the Warrant Holder Meeting, you may vote with respect to the proposals in person via the virtual meeting platform at the Warrant Holder Meeting, or by completing, signing, dating and returning the enclosed Churchill warrant holder proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the Churchill warrant holder proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the Churchill warrant holder proxy card to vote your Churchill Public Warrants at the Warrant Holder Meeting in the manner you indicate. You are encouraged to sign and return the Churchill warrant holder proxy card even if you plan to attend the Warrant Holder Meeting so that your Churchill Public Warrants will be voted if you are unable to attend the Warrant Holder Meeting. If you receive more than one Churchill warrant holder proxy card, it is an indication that your Churchill Public Warrants are held in multiple accounts. Please sign and return all Churchill warrant holder proxy cards to ensure that all of your Churchill Public Warrants are voted. Votes submitted by mail must be received by [•] on [•], 202[•].

Voting at the Warrant Holder Meeting via the Virtual Meeting Platform. If you attend the Warrant Holder Meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your Churchill Public Warrants are registered directly in your name, you are considered the warrant holder of record and you have the right to vote in person via the virtual meeting platform at the Warrant Holder Meeting. If you hold your Churchill Public Warrants in “street name,” which means your Churchill Public Warrants are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the Churchill Public Warrants you beneficially own are properly counted. In this regard, you must provide the record holder of your Churchill Public Warrants with instructions on how to vote your Churchill Public Warrants or, if you wish to attend the Warrant Holder Meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these Churchill Public Warrants. For additional information, please see the section titled “Churchill Public Warrant Holder Meeting.”

TABLE OF CONTENTS

If my shares of Churchill Common Stock and/or Churchill Public Warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares/warrants for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares or warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Churchill believes that all of the proposals presented to the stockholders at the Stockholder Special Meeting and the warrant holders at the Warrant Holder Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Stockholder Special Meeting, and your broker, bank, or nominee cannot vote your warrants without your instruction on any of the proposals presented at the Warrant Holder Meeting.

If you do not provide instructions to vote at the Stockholder Special Meeting with your proxy, your broker, bank, or other nominee may deliver a Churchill stockholder proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Stockholder Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

If you do not provide instructions to vote at the Warrant Holder Meeting with your proxy, your broker, bank, or other nominee may deliver a Churchill warrant holder proxy card expressly indicating that it is NOT voting your warrants; this indication that a broker, bank, or nominee is not voting your warrants is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Warrant Holder Meeting. Your bank, broker, or other nominee can vote your warrants only if you provide instructions on how to vote. You should instruct your broker to vote your warrants in accordance with directions you provide.

May I change my vote after I have mailed my signed Churchill stockholder proxy card and/or Churchill warrant holder proxy card?

Yes. You may change your vote in the Stockholder Special Meeting by sending a later-dated, signed Churchill stockholder proxy card to Churchill’s Secretary at the address listed below so that it is received by Churchill’s Secretary prior to the Stockholder Special Meeting, or by attending the Stockholder Special Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy granted in respect of your shares by sending a notice of revocation to Churchill’s Secretary, which must be received by Churchill’s Secretary prior to the Stockholder Special Meeting.

You may change your vote in the Warrant Holder Meeting by sending a later-dated, signed Churchill warrant holder proxy card to Churchill’s Secretary at the address listed below so that it is received by Churchill’s Secretary prior to the Warrant Holder Meeting, or by attending the Warrant Holder Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy granted in respect of your warrants by sending a notice of revocation to Churchill’s Secretary, which must be received by Churchill’s Secretary prior to the Warrant Holder Meeting.

What will happen if I sign and return my Churchill stockholder proxy card and/or Churchill warrant holder proxy card without indicating how I wish to vote?

If you sign, date and return your Churchill stockholder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Stockholder Special Meeting. The proxyholders may use their discretion to vote on any other matters that properly come before the Stockholder Special Meeting.

If you sign, date and return your Churchill warrant holder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Warrant Holder

TABLE OF CONTENTS

Meeting. The proxyholders may use their discretion to vote on any other matters that properly come before the Warrant Holder Meeting.

How do I register to attend the Stockholder Special Meeting and/or the Warrant Holder Meeting virtually?

If you are a holder of Churchill Common Stock on the record date, you do not need to register to attend the Stockholder Special Meeting virtually. Please follow the instructions on your Churchill stockholder proxy card. If your shares are held in the name of your broker, bank or other nominee, you must register in advance to attend the Stockholder Special Meeting virtually.

If you are a holder of Churchill Public Warrants on the record date, you do not need to register to attend the Warrant Holder Meeting virtually. Please follow the instructions on your Churchill warrant holder proxy card. If your warrants are held in the name of your broker, bank or other nominee, you must register in advance to attend the Warrant Holder Meeting virtually.

To register to attend the Stockholder Special Meeting or Warrant Holder Meeting in person via the virtual meeting platform, you must obtain a proxy from the broker, bank or other nominee, reflecting your Churchill holdings along with your name and email address and submit to [•]. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on [•], 202[•] You will receive a confirmation of your registration by email.

If I am not going to attend the Stockholder Special Meeting or Warrant Holder Meeting via the virtual meeting platform, should I return my Churchill stockholder proxy card and/or Churchill warrant holder proxy card instead?

Yes. Whether or not you plan to attend the Stockholder Special Meeting or Warrant Holder Meeting, please read the enclosed proxy statement/prospectus carefully.

Please vote your shares by completing, signing, dating and returning the enclosed Churchill stockholder proxy card in the postage-paid envelope provided.

Please vote your warrants by completing, signing, dating and returning the enclosed Churchill warrant holder proxy card in the postage-paid envelope provided.

What happens if I fail to take any action with respect to the Stockholder Special Meeting and/or Warrant Holder Meeting?

If you fail to take any action with respect to the Stockholder Special Meeting and the Business Combination Proposal is approved by Churchill stockholders and the Business Combination is consummated, you will become a holder of Post-Combination Company Ordinary A1 Shares. If you fail to take any action with respect to the Stockholder Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Churchill. If you fail to take any action with respect to the Warrant Holder Meeting and the Business Combination Proposal is approved by Churchill stockholders and the Business Combination is consummated, and the Warrant Amendment Proposal is approved by Churchill Public Warrant holders, you will become a holder of Post-Combination Company Warrants. If you fail to take any action with respect to the Warrant Holder Meeting and the Business Combination Proposal is approved by Churchill stockholders and the Business Combination is consummated, but the Warrant Amendment Proposal is not approved by Churchill Public Warrant holders, you will become a holder of Post-Combination Company Ordinary A1 Shares. If you fail to take any action with respect to the Warrant Holder Meeting and the Business Combination Proposal is not approved, you will continue to be a stockholder and/or warrant holder of Churchill.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, multiple Churchill stockholder proxy cards or voting instruction cards, multiple Churchill warrant holder proxy cards or voting instruction cards.

TABLE OF CONTENTS

For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one Churchill stockholder proxy card. If you hold your Churchill Public Warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Churchill Public Warrants. If you are a holder of record and your Churchill Warrants are registered in more than one name, you will receive more than one Churchill warrant holder proxy card.

Please complete, sign, date and return each Churchill stockholder proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Please complete, sign, date and return each Churchill warrant holder proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your warrants.

Who will solicit and pay the cost of soliciting proxies for the Stockholder Special Meeting and the Warrant Holder Meeting?

Churchill will pay the cost of soliciting proxies for the Stockholder Special Meeting and the Warrant Holder Meeting. Churchill has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Stockholder Special Meeting and the Warrant Holder Meeting. Churchill has agreed to pay Morrow a fee of $47,500.00, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Churchill will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Churchill Common Stock and Churchill Public Warrants for their expenses in forwarding soliciting materials to beneficial owners of shares of Churchill Common Stock and Churchill Public Warrants and in obtaining voting instructions from those owners. Churchill’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy cards you should contact:

Churchill Capital Corp VII
640 Fifth Avenue, 12th Floor
New York, NY 10019
(212) 380-7500
Email: info@churchillcapitalcorp.com

You may also contact the proxy solicitor for Churchill at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: CVII.info@investor.morrowsodali.com

To obtain timely delivery, Churchill stockholders must request the materials no later than [•], 202[•], or five business days prior to the Stockholder Special Meeting and the Warrant Holder Meeting.

You may also obtain additional information about Churchill from documents filed with the SEC by following the instructions in the section titled “Additional Information.”

If you intend to seek redemption of your shares of Churchill Class A Common Stock, you will need to notify the Transfer Agent and deliver your shares of Churchill Class A Common Stock (either physically or electronically) to the Transfer Agent prior to the Stockholder Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions

TABLE OF CONTENTS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Stockholder Special Meeting and the Warrant Holder Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination and the Business Combination. It is also described in detail in this proxy statement/prospectus in the section titled “The Merger Agreement.”

The Parties to the Business Combination

CorpAcq and PubCo

CorpAcq Holdings Limited is a private limited company incorporated under the laws of England and Wales (together with its subsidiaries, “CorpAcq”). CorpAcq is a corporate compounder with a proven track record of acquiring and supporting founder-led businesses. CorpAcq believes that it has cultivated a reputation as a “preferred buyer” for founder-led small and medium-sized enterprises (“SMEs”) based on its differentiated value proposition that aligns its interests with those of the founder-sellers. By retaining existing management to preserve entrepreneurial spirit and maintaining operational decision making within each subsidiary, CorpAcq focuses on investing for long-term performance. Through its systematic and disciplined approach to M&A, CorpAcq has acquired and built a diversified portfolio of well-established businesses in the UK. CorpAcq’s 42 subsidiaries have strong asset bases, operate in industries with high barriers to entry, generate strong growth and free cash flow, and are led by experienced management teams who typically remain in-place after acquisition.

CorpAcq Group Plc (formerly known as Polaris Pubco Plc) is a public limited company incorporated under the laws of England and Wales (“PubCo”). PubCo was formed as Polaris Pubco Plc on July 26, 2023 and subsequently changed its name to CorpAcq Group Plc on October 11, 2023. To date, PubCo has not conducted any material activities other than those incident to its formation and the pending Business Combination and only has nominal assets.

In connection with the Closing, PubCo will adopt the Post-Combination Articles. PubCo and its subsidiaries after the consummation of the Business Combination are collectively referred to herein as the “Post-Combination Company”.

PubCo intends to apply to list the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time) on NYSE under the symbols “CPGR” and “CPGR.C,” respectively (or “CPGR WS” if the Post-Combination Company Warrants are listed), upon the Closing.

The mailing address of CorpAcq’s registered office is CorpAcq House, 1 Goose Green, Altrincham, Cheshire WA14 1DW, United Kingdom. The mailing address of PubCo’s registered office is CorpAcq House, 1 Goose Green, Altrincham, Cheshire WA14 1DW, United Kingdom. Its agent for U.S. federal securities law purposes is Cogency Global Inc. 122 E. 42nd Street, 18th Floor, New York, NY 10168, Tel: 1(800) 221-0102. CorpAcq maintains a website at www.corpacq.com. Information contained in, or accessible through, CorpAcq’s website is not a part of, and is not incorporated into, this proxy statement/prospectus.

Merger Sub

NorthSky Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo that was incorporated on July 27, 2023, to facilitate the consummation of the Business Combination. In connection with the Business Combination, Merger Sub will merge with and into Churchill in the Merger, pursuant to which the separate corporate existence of Merger Sub will cease, with Churchill being the surviving corporation and becoming a subsidiary of PubCo.

TABLE OF CONTENTS

The registered address of Merger Sub is 251 Little Falls Drive, Wilmington, New Castle County, DE 19808.

Churchill

Churchill is a blank check company incorporated on October 9, 2020, as a Delaware corporation and formed for the purpose of effecting an initial business combination with one or more target businesses.

Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants are currently listed on NYSE under the symbols “CVII,” “CVII.U” and “CVII WS,” respectively.

The mailing address of Churchill’s principal executive office is 640 Fifth Avenue, 12th Floor, New York, NY 10019 and its telephone number is (212) 380-7500.

The Business Combination

On August 1, 2023, Churchill entered into the Merger Agreement with CorpAcq, PubCo, Merger Sub, and the other parties thereto. On September 19, 2023, Polaris Bermuda Limited became a party to the Merger Agreement.

Pursuant to the Merger Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein:

•

immediately prior to the Closing, (i) to the extent not already done, the Initial Shareholder shall cause PubCo to adopt the Post-Combination Articles, attached hereto as Annex C and to pass such other resolutions of PubCo as may be required in order to effect the Business Combination and (ii) each Seller shall, in exchange for its pro rata share of the Closing Seller Consideration, sell and transfer such Seller’s CorpAcq Ordinary Shares to PubCo in the CorpAcq Sale;

•

immediately following the consummation of the CorpAcq Sale, in connection and substantially concurrent with the Closing, and subject to the terms and conditions of the Sponsor Agreement:

•

in connection with the Founder Equity Retirement, the Sponsor will forfeit to Churchill for no consideration, the Retirement Founder Shares and 18,600,000 Churchill Private Placement Warrants, upon which such Retirement Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding;

•

in connection with the Founder Share Contribution, the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo, and in exchange therefor, BermudaCo will (i) issue to the Sponsor a number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the Delivered Capital Amount (as defined in the Sponsor Agreement), which generally refers to cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain 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 (other than the Estimated Delayed Financing Amount) and (ii) create additional authorized share capital (or an agreed upon similar construct) equivalent to or otherwise issue, the number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the Estimated Delayed Financing Amount;

•

concurrently with the Founder Share Contribution, in connection with the B Share Subscription, the Sponsor will subscribe for, and PubCo will issue to the Sponsor, a number of Post-Combination Company B Shares equal in number to the number of BermudaCo Redeemable Shares issued or to be issued to the Sponsor pursuant to the immediately preceding bullet point, in the B Share Subscription, registered in the name of the Sponsor (or its designees), against (and concurrently with) the payment of the B Share Subscription Amount. The BermudaCo Redeemable Shares (each of which, together with a Post-Combination Company B Share, an Exchangeable Unit) will entitle the holder thereof to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Exchanged Shares pursuant to the bye-laws of BermudaCo (the “BermudaCo Bye-laws”) and an agreement to be

TABLE OF CONTENTS

entered into by BermudaCo and PubCo at the Closing pursuant to which PubCo agrees to issue Exchanged Shares to each holder of a BermudaCo Redeemable Share subject to an exchange (“Back to Back Share Issuance Agreement”);

•

immediately following the Founder Share Contribution and the B Share Subscription, at the Closing, at the Effective Time and by virtue of the Merger, the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo;

•

at the Effective Time and by virtue of the Merger, and without any further action on the part of any party or the holders of any securities of Churchill, the following shall occur:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive for each share of such Churchill Class A Common Stock, one ordinary A1 share, par value $0.001 of PubCo following the Closing; and all such shares of Churchill Class A Common Stock so exchanged shall be converted into and become shares of Class A Common Stock, par value $0.001 per share, of the Surviving Corporation and be held by PubCo as of immediately after the Merger;

•

each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable in respect thereof;

•

each share of (i) Churchill Class A Common Stock for which redemption rights have been exercised in connection with the Stockholder Special Meeting, (ii) Churchill Common Stock (if any), that, at the Effective Time, is held in the treasury of Churchill, and (iii) Churchill Common Stock (if any), that is owned by the CorpAcq Parties (other than the Founder Shares contributed to BermudaCo in the Founder Share Contribution) shall be cancelled and no consideration shall be paid or payable with respect thereto;

•

in the event that the Warrant Amendment Proposal is approved and a Valuation Report is obtained prior to the Effective Time, at the Effective Time (i) each Churchill Public Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and the holder thereof shall receive one Post-Combination Company Class C-1 Share and (ii) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and the holder thereof shall receive one Post-Combination Company Class C-2 Share; and

•

in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time, at the Effective Time, (i) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished in consideration for the issue of one Post-Combination Company Private Placement Warrant, issued on terms substantially similar to the terms of the Churchill Private Placement Warrants and subject to the Warrant Amendment Agreement, and (ii) each Churchill Public Warrant that is outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished in consideration for the issue of one Post-Combination Company Public Warrant entitling the holder thereof to acquire the same number of Post-Combination Company Ordinary A1 Shares as such holder was entitled to acquire of Churchill Common Stock pursuant to the terms of the Existing Warrant Agreement, which warrant shall be issued on terms substantially similar to the terms of the Churchill Public Warrants and subject to the Warrant Amendment Agreement.

•

at the Closing and immediately following the Effective Time, the Surviving Corporation shall pay or cause to be paid (including by the Trustee pursuant to the Trust Agreement) by wire transfer of immediately available funds, certain Trust Account payments, consisting of (i) the aggregate payments in connection with the Churchill Stockholder Redemptions in connection with the Stockholder Special Meeting and (ii) certain accrued and unpaid Churchill Transaction Expenses;

TABLE OF CONTENTS

•

at the Closing and immediately following the payment of such Trust Account payments, the Surviving Corporation shall effect the Churchill Stock Repurchase, pursuant to which the Surviving Corporation shall repurchase all shares (other than one share or such other number as the parties may agree) of Churchill Class A Common Stock, par value $0.001 per share, of the Surviving Corporation held by PubCo in exchange for an amount paid by the Surviving Corporation to PubCo in cash equal to the market value of the shares of Churchill Class A Common Stock so repurchased;

•

at the Closing and immediately following the Churchill Stock Repurchase and if necessary to ensure that PubCo has sufficient cash to satisfy its payment obligations pursuant to the Merger Agreement, or as otherwise agreed by the parties, make to PubCo, the I/C Company Interest Loan at PubCo’s request in an amount necessary to allow PubCo to pay all or any portion of (i) the Closing Seller Cash Consideration to the Sellers and the Drag Sellers, (ii) the CorpAcq Preferred Redemption Amount and (iii) CorpAcq Transaction Expenses;

•

at the Closing and immediately following the consummation of the I/C Company Interest Loan, if any, PubCo will pay and issue the Closing Seller Consideration to the Sellers less the aggregate amounts thereof due to the Drag Sellers;

•

at the Closing and immediately following payment and issuance of the Closing Seller Consideration to the Sellers, the Surviving Corporation shall, at the sole election of CorpAcq, make the I/C CorpAcq Interest Loan (as defined in the section titled “The Merger Agreement”) at CorpAcq’s request and to the extent necessary to fund all or any portion of an amount equal to (i) $128,600,000 (less the CorpAcq Holder Facilitated Financing Amount) and (ii) any cash or cash equivalents of Churchill and its subsidiaries plus the Churchill Facilitated Financing Amount (as defined in the section titled “The Merger Agreement”) less Transaction Expenses, the CorpAcq Preferred Redemption Amount, the Closing Seller Cash Consideration and the amount in clause (i) (if any, held by the Surviving Corporation at such time);

•

at the Closing and immediately following the Churchill Stock Repurchase and PubCo’s receipt of the CorpAcq Preferred Redemption Amount, save as otherwise agreed between PubCo, CorpAcq and Churchill, PubCo shall effect the Intragroup Recapitalization and subscribe for additional shares in the capital of CorpAcq (whether by way of a share subscription at a premium, share subscription for deferred shares or otherwise) in an amount equal to the CorpAcq Preferred Redemption Amount, promptly following which CorpAcq shall, subject to applicable Laws, undertake a share capital reduction under applicable provisions of the UK Companies Act 2006 to procure that CorpAcq has sufficient distributable reserves to undertake the CorpAcq Preferred Redemption;

•

within two business days following implementation of the Intragroup Recapitalization or otherwise procuring that CorpAcq has sufficient distributable reserves to undertake the CorpAcq Preferred Redemption, CorpAcq shall implement the CorpAcq Preferred Redemption;

•

in connection with the Closing and promptly following the CorpAcq Preferred Redemption, CorpAcq and the Proposing Seller (as defined in the CorpAcq Articles) shall take such actions as may be required to exercise a Drag Along Sale (as defined in the CorpAcq Articles) to effect the Drag Along Sale, which shall result in (subject to the relevant transfer forms being stamped by HM Revenue & Customs) PubCo holding 100% of the outstanding equity interests in CorpAcq on the closing of the Drag Along Sale and CorpAcq shall seek to pay and issue the Closing Seller Consideration to Drag Sellers less the amounts thereof already paid to the Sellers, such that the Drag Sellers transfer their CorpAcq Shares on the same terms as the Sellers;

•

as soon as reasonably practicable after all the stock transfer forms effecting the CorpAcq Sale and Drag Along Sale have been duly stamped and PubCo has been written up in CorpAcq’s statutory books as a shareholder, (i) PubCo intends to transfer and contribute all the shares of CorpAcq and all the shares of the Surviving Corporation owned by PubCo, if any, to BermudaCo in exchange for ordinary shares of $0.01 each of BermudaCo and (ii) any excess cash received by the PubCo pursuant to the Churchill Stock Repurchase may be contributed to BermudaCo, which, in turn, may contribute such cash to CorpAcq.

TABLE OF CONTENTS

Impact of the Business Combination on Public Float

It is anticipated that, upon consummation of the Business Combination and assuming the No Redemption Scenario and that the Earnout Shares and Vesting Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i) Churchill Public Stockholders will have an economic interest of approximately 43.9% and a voting interest of approximately 38.2% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock;

(ii) The Sponsor will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 5.6% (or, when including the Base Vesting Shares, 11.2%) and voting interest of approximately 12.9% of the Post-Combination Company by virtue of its ownership of Founder Shares; and

(iii) The CorpAcq Shareholders will have an economic interest of approximately 44.9% (or, including the Incremental Earnout Shares, 44.9%) and voting interest of approximately 48.9% of the Post-Combination Company.

(i) Churchill Public Stockholders will have an economic interest of approximately 29.4% and a voting interest of approximately 25.6% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock;

(ii) The Sponsor will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 4.7% (or, including the Base Vesting Shares, 9.4%) and voting interest of approximately 11.3% of the Post-Combination Company by virtue of its ownership of Founder Shares; and

(iii) The CorpAcq Shareholders will have an economic interest of approximately 60.3% (or, including the Incremental Earnout Shares, 61.1%) and voting ownership interest of approximately 63.1% of the Post- Combination Company.

The Churchill Board’s Reasons for Approval of the Business Combination

The Churchill Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the other transaction agreements, including but not limited to the following material factors:

•

Attractive Valuation. The consideration to CorpAcq Shareholders values CorpAcq at a discount to certain comparable companies with respect to CorpAcq’s total enterprise value as a multiple of estimated Adjusted EBITDA for calendar year 2023.

•

Reasonableness on Aggregate Consideration. Following a review of the financial data provided to Churchill, including CorpAcq’s historical financial statements, and Churchill’s due diligence review of the CorpAcq business, the Churchill Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data and financial information.

•

Track Record of Revenue Growth, Profitability and Cash Flow Generation. CorpAcq has delivered meaningful financial returns and sustained value over several economic cycles with prudent financial leverage since its inception, including CorpAcq’s record of organic topline growth as calculated based on growth in revenue and subsidiary-level profits from subsidiaries that have been in CorpAcq’s portfolio for at least one year, and cash flow generation with a disciplined, low-risk acquisition strategy that has diversified and enhanced the CorpAcq platform.

TABLE OF CONTENTS

•

Diversified Portfolio Aligned with Favorable End-Markets and Risk Mitigation. CorpAcq had a portfolio of 41 businesses as of the date of the Merger Agreement, which is anchored by stable, mature United Kingdom SMEs across multiple large industries. CorpAcq’s portfolio creates diversification and helps contribute to overall portfolio resilience through economic cycles. Many of CorpAcq’s businesses have a long, well-established history of operating successfully and are aligned with attractive industry trends in the United Kingdom with exposure to favorable end-markets, providing an opportunity for organic growth to outperform UK GDP.

•

“Preferred Buyer” Status Driven by Management-Empowered Value Proposition. CorpAcq offers an alternative equity avenue for founders of SMEs who want to remain involved in their companies and empowers existing management teams to accelerate business performance while maintaining their brand, identification, and legacy. This approach has allowed CorpAcq to become a “preferred buyer” for profitable, well-established, founder-led SMEs in the United Kingdom by maintaining autonomy within the business through a decentralized and scalable structure and holding the investment over a long-term horizon.

•

Strong and Experienced Management Team. CorpAcq has a highly qualified and long-tenured management team that has a demonstrated track record of success with its established M&A playbook and operating business model. The Churchill Board believes the leadership team brings together the necessary commercial knowledge, extensive networks and operational expertise to seek to drive successful acquisitions and achieve value creation.

•

Attractive and Growing Acquisition Pipeline. CorpAcq has a robust pool of opportunities in its core United Kingdom market where there is a large total addressable market of more than 90,000 companies in key sectors to CorpAcq, including residential and nonresidential construction, manufacturing, infrastructure, industrials, transportation and consumer. The Churchill Board believes the increased capital from the public markets and expertise from Churchill will provide CorpAcq the opportunity to scale its business model to target larger transactions and operate in new geographies over the medium-term.

•

Compelling Profile for Compounding Returns for Investors. CorpAcq’s focus and discipline to acquire stable and profitable businesses at attractive single-digit multiples of cash flow have led to strong returns on investment and historical double-digit net income growth, based on the compound annual growth rate of CorpAcq’s net income from 2019 to 2022, subject to adjustments for non-controlling interests (and based on UK GAAP). CorpAcq management anticipates that CorpAcq will have the capacity to deliver an annual dividend yield with a more flexible capital structure.

•

Opinion of Duff & Phelps. The financial analysis performed by and the opinion of Duff & Phelps, dated August 1, 2023, that as of such date and subject to and based on the assumptions made, procedures followed, matters considered, and limitations of the review undertaken and qualifications contained in the opinion, the Churchill Class A Stockholder Consideration to be received by the holders of Churchill Class A Common Stock other than Excluded Shares in the Business Combination was fair, from a financial point of view, to such stockholders (taking into account the other transactions contemplated by the Merger Agreement and the Sponsor Agreement but without giving effect to any impact of the Business Combination on any particular stockholder other than in its capacity as a stockholder. See section “The Business Combination — Opinion of Duff & Phelps to Churchill Board”.

•

Other Alternatives. The Churchill Board believed, after a review of other initial business combination opportunities reasonably available to Churchill, that the proposed Business Combination represents the best potential alternative for Churchill based on its evaluation of CorpAcq, other potential acquisition targets and the alternative of liquidating.

•

Due Diligence. The Churchill Board took into account the results of its due diligence investigation of CorpAcq conducted by Churchill’s management team and its legal advisors.

TABLE OF CONTENTS

•

Stockholder Approval. The Churchill Board considered the fact that, in connection with the Business Combination, Churchill stockholders have the option to (i) become shareholders of the Post-Combination Company, (ii) sell their shares of Churchill Class A Common Stock or (iii) redeem their shares of Churchill Class A Common Stock for the per share amount held in the Trust Account pursuant to the terms of the Churchill Charter.

•

Negotiated Terms of the Merger Agreement and the Sponsor Agreement. The Churchill Board considered the terms and conditions of the Merger Agreement, the Sponsor Agreement and the Business Combination, including each party’s representations, warranties and covenants, the conditions to each party’s obligation and the termination provisions as well as the strong commitments by CorpAcq, PubCo and Merger Sub and Churchill to complete the Business Combination.

•

Governance of the Post-Combination Company. The Churchill Board evaluated the governance profile of the Post-Combination Company that was agreed upon in connection with the negotiation of the Merger Agreement.

•

Independent Director Role. The Churchill Board is comprised of a majority of independent directors based on NYSE’s listing standards. In connection with the Business Combination, the majority of Churchill independent directors, Andrew Frankle, Malcolm S. McDermid, Karen G. Mills, Stephen Murphy and Alan M. Schrager, took an active role in evaluating the proposed terms of the Business Combination, including the Merger Agreement. Churchill’s independent directors evaluated and unanimously (among those who voted) approved, as members of the Churchill Board, the Merger Agreement and the transactions contemplated thereby, including the Business Combination.

The Churchill Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•

Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the Post-Combination Company’s revenues.

•

Benefits May Not Be Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•

Stockholder Vote. The risk that Churchill’s stockholders may object to and challenge the Business Combination and take action that may prevent or delay the consummation of the Business Combination, including to vote down the Stockholder Proposals at the Stockholder Special Meeting and the Warrant Holder Proposals at the Warrant Holder Meeting.

•

Redemption Risk. The risk that a significant number of Churchill stockholders may elect to redeem their Churchill Class A Common Stock prior to the consummation of the Business Combination pursuant to the Churchill Charter, which may potentially make the Business Combination more difficult to consummate.

•

Closing Conditions. The fact that the Closing is conditioned on the satisfaction of certain closing conditions that are not within Churchill’s control, including the fact that Closing is conditioned upon satisfaction (or waiver) of the Minimum Cash Condition, which requires that the Available Cash Amount, net of Transaction Expenses (and disregarding any Delayed Financing Amount), is no less than $350,000,000, and the fact that such minimum amount is a meaningful portion of the $605.9 million contained in the Trust Account as of September 30, 2023.

•

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

•

Fees and Expenses. The fees and expenses associated with consummating the Business Combination (and the fact that the Minimum Cash Condition is net of Transaction Expenses).

•

Liquidation of Churchill. The risks and costs to Churchill if the Business Combination is not consummated, including the risk of diverting management focus and resources from other Businesses Combination opportunities, which could result in Churchill being unable to effect an initial business combination within the Completion Window and force Churchill to liquidate.

TABLE OF CONTENTS

•

Other Risks. Various other risks associated with the Business Combination, the business of CorpAcq and ownership of the Post-Combination Company’s shares described under the section titled “Risk Factors.”

In addition to considering the factors described above, the Churchill Board also considered that:

•

Interests of Certain Persons. Some officers and directors of Churchill may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Churchill’s stockholders (see “The Business Combination — Interests of Certain Persons in the Business Combination”). Churchill’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously (of those who voted) approving, as members of the Churchill Board, the Merger Agreement and the Business Combination, including the Merger.

The Churchill Board concluded that the potential benefits it expected Churchill and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Churchill Board unanimously (among those who voted) determined that the Merger Agreement and the Business Combination, were advisable, fair to, and in the best interests of Churchill and its stockholders.

Satisfaction of 80% Test

It is a requirement under the Churchill Charter that an initial business combination must occur with one or more operating businesses that together have a fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed as permitted withdrawals and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the initial business combination. As of August 1, 2023, the date of the execution of the Merger Agreement, the balance of the funds in the Trust Account was estimated by the Churchill Board to be approximately $600.0 million (excluding up to $48.3 million of deferred underwriting commissions as of such date) and 80% thereof represents approximately $480.0 million. In reaching its conclusion on the 80% asset test, the Churchill Board used as a fair market value the $803.8 million equity value for CorpAcq, which was implied based on the terms of the Business Combination agreed to by the parties in negotiating the Merger Agreement.

The Churchill Board also considered qualitative factors such as CorpAcq’s business and financial condition and prospects, the experience and commitment of CorpAcq’s management team, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The Churchill Board determined that the consideration being paid in the Merger, which amount was negotiated at arm’s-length, was fair to, and in the best interests of, Churchill and its stockholders and appropriately reflected CorpAcq’s value.

The Churchill Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of CorpAcq met the 80% requirement. Based on the fact that the $803.8 million fair market value of CorpAcq as described above is in excess of the threshold of approximately $480.0 million, representing 80% of the balance of the funds in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions), the Churchill Board determined that the fair market value of CorpAcq was substantially in excess of 80% of the funds in the Trust Account and that the 80% test was met.

Special Meeting of Churchill Stockholders

Date, Time and Place of Special Meeting

The Stockholder Special Meeting will be held via live webcast at www.[•], on [•], 202[•], at [•]. The Stockholder Special Meeting can be accessed by visiting www.[•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

TABLE OF CONTENTS

Proposals at the Stockholder Special Meeting

At the Stockholder Special Meeting, Churchill stockholders will vote on the following proposals:

•

Voting Power; Record Date

Only Churchill stockholders have a right to vote on the proposals that will be presented at the Stockholder Special Meeting. Churchill stockholders will be entitled to vote or direct votes to be cast at the Stockholder Special Meeting if they owned shares of Churchill Common Stock at the close of business on [•], 202[•] which is the record date for the Stockholder Special Meeting. Churchill stockholders are entitled to one vote for each share of Churchill Common Stock that they owned as of the close of business on the record date. If Churchill stockholders’ shares are held in “street name” or are in a margin or similar account, Churchill stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares Churchill stockholders beneficially own are properly counted. On the record date, there were [•] shares of Churchill Common Stock outstanding, of which [•] are Churchill Class A Common Stock and [•] are Founder Shares held by the Churchill Initial Stockholders.

Vote of the Churchill Initial Stockholders and Churchill’s Other Directors and Officers

Pursuant to the Sponsor Agreement, the Sponsor and each of the Insiders agreed to vote any of such Insider’s shares of Churchill Common Stock (other than those acquired in Open Market Purchases, if any) (i) in favor of the Business Combination and all other Stockholder Proposals and (ii) against certain other matters. None of the Sponsor or Churchill’s directors or officers have purchased any shares of Churchill Common Stock during or after the Churchill IPO and, as of the date of this proxy statement/prospectus, other than as set forth in the Sponsor Agreement, neither Churchill nor the Sponsor or Churchill’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination, Currently, the Sponsor owns approximately 37% of the issued and outstanding shares of Churchill Common Stock, including all of the Churchill Class B Common Stock, and will be able to vote all such shares at the Stockholder Special Meeting. As a result, holders of approximately 20% of Churchill Class A Common Stock will need to vote in favor of the Business Combination Proposal for the Business Combination Proposal to be approved.

Quorum and Required Vote for Proposals for the Stockholder Special Meeting

[•] of the issued and outstanding shares of Churchill Common Stock entitled to vote as of the record date at the Stockholder Special Meeting must be present, in person via the virtual meeting platform or

TABLE OF CONTENTS

represented by proxy, at the Stockholder Special Meeting to constitute a quorum and in order to conduct business at the Stockholder Special Meeting. The Business Combination Proposal (and consequently, the Merger Agreement and the Business Combination, including the Merger) will be approved only if the holders of [•] of the outstanding shares of Churchill Common Stock entitled to vote thereon at the Stockholder Special Meeting vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal. The Governance Proposals will be approved only if the holders of [•] of the votes cast by holders of the outstanding shares of Churchill Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Stockholder Special Meeting vote “FOR” the Governance Proposals. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, abstentions and broker non-votes will have no effect on the vote to approve the Governance Proposals. The Adjournment Proposal will be approved only if the holders of a majority of the votes cast by holders of the outstanding shares of Churchill Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Stockholder Special Meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Stockholder Special Meeting, abstentions and broker non-votes will have no effect on the vote to approve the Adjournment Proposal.

Churchill Public Warrant Holder Meeting

Date, Time and Place of Warrant Holder Meeting

The Warrant Holder Meeting will be held via live webcast at www.[•], on [•], 202[•] at [•]. The Warrant Holder Meeting can be accessed by visiting www.[•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Warrant Holder Meeting by means of remote communication. Please have your Control Number, which can be found on your Churchill warrant holder proxy card, to join the Warrant Holder Meeting. If you do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent.

Proposals at the Warrant Holder Meeting

At the Warrant Holder Meeting, holders of Churchill Public Warrants will vote on the following proposals:

•

Warrant Amendment Proposal — To consider and vote upon a proposal to approve an amendment to existing warrant agreement that governs all of Churchill’s outstanding warrants, between Churchill and Continental Stock Transfer & Trust Company (as amended, the “Existing Warrant Agreement” (such Existing Warrant Agreement is attached to this proxy statement/prospectus as Annex F)), a form of which amendment is attached to this proxy statement/prospectus as Annex G (such amendment, the “Class C Warrant Amendment”), to provide (i) each public warrant of Churchill (“Churchill Public Warrants”) that is outstanding immediately prior to the Effective Time, shall be automatically canceled and extinguished in exchange for one class C-1 share in the Post-Combination Company (“Post-Combination Company Class C-1 Share”) and (ii) each Churchill Private Placement Warrant that is outstanding immediately prior to the Effective Time shall be automatically canceled and extinguished in exchange for one class C-2 share in the Post-Combination Company (“Post-Combination Company C-2 Share”, such amendment, the “Class C Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”); and

•

TABLE OF CONTENTS

solicit additional proxies from the Churchill warrant holders for purposes of obtaining approval of the Warrant Amendment Proposal (the “Warrant Holder Adjournment Proposal”) (Warrant Holder Proposal No. 2).

Voting Power; Record Date

Only Churchill Public Warrant holders have a right to vote on the proposals that will be presented at the Warrant Holder Meeting. Churchill Public Warrant holders will be entitled to vote or direct votes to be cast at the Warrant Holder Meeting if they owned Churchill Public Warrants at the close of business on [•], 202[•] which is the record date for the Warrant Holder Meeting. Churchill Public Warrant holders are entitled to [•] vote for each Churchill Public Warrant that they owned as of the close of business on the record date. If Churchill Public Warrants are held in “street name” or are in a margin or similar account, Churchill Public Warrant holders should contact their broker, bank or other nominee to ensure that votes related to the Churchill Public Warrants they beneficially own are properly counted. As of the record date of the Warrant Holder Meeting, there were [•] outstanding Churchill Public Warrants.

Vote of the Churchill Initial Stockholders and Churchill’s Other Directors and Officers

The Sponsor and Churchill’s directors and officers do not hold any Churchill Public Warrants and will thus not be entitled to vote at the Warrant Holder Meeting.

The Sponsor holds Churchill Private Placement Warrants and will execute a written consent approving the Class C Warrant Amendment, as required pursuant to the terms of the Existing Warrant Agreement.

Quorum and Required Vote for Proposals for the Warrant Holder Meeting

A majority of the Churchill Public Warrants outstanding and entitled to vote at the Warrant Holder Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Warrant Holder Meeting to constitute a quorum and in order to conduct business at the Warrant Holder Meeting. The Warrant Amendment Proposal will be approved only if the holders of at least 50% of outstanding Churchill Public Warrants vote “FOR” the Warrant Amendment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Warrant Holder Meeting, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal. The Warrant Holder Adjournment Proposal will be approved only if the holders of a majority of the votes cast by holders of Churchill Public Warrant present or represented by proxy and entitled to vote at the Warrant Holder Meeting vote “FOR” the Warrant Holder Adjournment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Warrant Holder Meeting, abstentions and broker non-votes will have no effect on the vote to approve the Warrant Holder Adjournment Proposal.

Recommendation of the Churchill Board

The Churchill Board believes that the Business Combination Proposal and the other proposals to be presented at the Stockholder Special Meeting are fair to, and in the best interests of, Churchill stockholders and unanimously (among those who voted) recommends that its stockholders vote “FOR” the Business Combination Proposal and, if presented, “FOR” the Adjournment Proposal.

The Churchill Board also believes that approval of each of the Warrant Amendment Proposal and the Warrant Holder Adjournment Proposal to be presented at the Warrant Holder Meeting is in the best interests of Churchill and the Churchill Public Warrant holders and unanimously (among those who voted) recommends that the Churchill Public Warrant holders vote “FOR” each of the proposals.

When you consider the Churchill Board’s recommendation of these proposals, you should keep in mind that Churchill’s directors and officers, as well as the Sponsor, have interests in the Business Combination that are different from, or in addition to, the interests of Churchill stockholders generally. Please see the section titled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to Churchill

TABLE OF CONTENTS

stockholders that they vote “FOR” the proposals presented at the Stockholder Special Meeting and the Warrant Holder Meeting.

Opinion of Duff & Phelps to Churchill Board

Churchill engaged Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”) to act as an independent financial advisor to the Churchill Board with respect to the Business Combination. On August 1, 2023, Duff & Phelps delivered its oral opinion to the Churchill Board, subsequently confirmed in a written opinion to the Churchill Board dated as of the same date (the “Opinion”), that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed, matters considered, and limitations of the review undertaken and qualifications contained in the Opinion, the Churchill Class A Stockholder Consideration to be received by the holders of Churchill Class A Common Stock other than Excluded Shares in the Business Combination was fair, from a financial point of view, to such stockholders (taking into account the other transactions contemplated by the Merger Agreement and the Sponsor Agreement but without giving effect to any impact of the Business Combination on any particular stockholder other than in its capacity as a stockholder).

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Churchill Board to vote in favor of approval of the Business Combination Proposal and the other Proposals, Churchill stockholders and warrant holders should keep in mind that the Sponsor and the Insiders have interests in such Proposals that are different from, or in addition to, the interests of such holders generally. These interests include:

•

the fact that the Sponsor paid an aggregate nominal amount of $25,000 for 8,625,000 Founder Shares at approximately $0.003 per share (which, following stock dividends effected by Churchill on February 5 and February 11, 2021, resulted in 34,500,000 Founder Shares outstanding). If the Business Combination or another initial business combination is not consummated by the end of the Completion Window, Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding shares of Churchill Class A Common Stock for cash and, subject to the approval of its remaining stockholders and the Churchill Board, dissolving and liquidating. In such event, the 34,500,000 Founder Shares held by the Sponsor will become worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share of Churchill Class A Common Stock on NYSE on [•], 202[•], the record date of the Stockholder Special Meeting;

•

the fact that, given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Churchill Units and the number of Exchangeable Units that the Sponsor will receive upon exchange of the Founder Shares at the Closing (after giving effect to the Founder Equity Retirement pursuant to the Sponsor Agreement), the Sponsor and its affiliates may earn a significant positive rate of return on their investment even if the Post-Combination Company Ordinary A1 Shares trade significantly below the price initially paid for the Churchill Units in the Churchill IPO and Churchill Public Stockholders experience a negative rate of return following the Closing;

•

the fact that Sponsor purchased an aggregate of 32,600,000 Churchill Private Placement Warrants for $32,600,000 ($1.00 per Churchill Private Placement Warrant). In addition, after giving effect to the Sponsor’s forfeiture of 18,600,000 Churchill Private Placement Warrants in the Founder Equity Retirement pursuant to the Sponsor Agreement, the Sponsor would own an aggregate of 14,000,000 Private Placement Warrants following the consummation of the Business Combination. Such Private Placement Warrants have an aggregate market value of approximately [•], based on the closing price of [•] per share on NYSE on [•], 202[•], the record date for the Stockholder Special Meeting. Such Private Placement Warrants will, at the Closing, be converted into Post-Combination Company Class C-2 Shares or Post-Combination Company Private Placement Warrants, as applicable, with each exercisable for Post-Combination Company Ordinary A1 Shares on substantially similar terms as the Churchill Private Placement Warrants, but will become worthless if Churchill does not consummate an initial business combination by the end of the Completion Window;

TABLE OF CONTENTS

•

the fact that Michael Klein may be deemed to beneficially own the Founder Shares and Churchill Private Placement Warrants purchased by the Sponsor. Each of Andrew Frankle, Bonnie Jonas, Karen G. Mills, Stephen Murphy and Alan M. Schrager (each of whom is a director of Churchill) and Jay Taragin (Chief Financial Officer of Churchill), has an economic interest in the Founder Shares and Churchill Private Placement Warrants purchased by the Sponsor in connection with Churchill’s initial public offering (the “Churchill IPO”) as a result of his or her direct or indirect membership interest in the Sponsor, but does not beneficially own any Churchill Common Stock. In addition, Mark Klein, a director of Churchill, may be deemed to have an indirect economic interest in the Founder Shares and Churchill Private Placement Warrants as a result of Suro Capital Corp. having a membership interest in the Sponsor. Mark Klein is the Chairman, President and Chief Executive Officer of Suro Capital Corp. The economic interest (or deemed economic interest) of these individuals in the Founder Shares and Churchill Private Placement Warrants held by the Sponsor is shown below:

Name of Person	Founder Shares		Private Placement Warrants
Andrew Frankle		146,100		138,500
Bonnie Jonas		292,100		277,000
Mark Klein		292,100		277,000
Karen G. Mills		389,500		369,300
Stephen Murphy		146,100		138,500
Alan M. Schrager		159,294		151,044
Jay Taragin		29,500		18,500

•

the fact that the Sponsor and the Insiders have agreed to vote their shares of Churchill Common Stock (other than those acquired in Open Market Purchases, if any) in favor of each of the other Stockholder Proposals and against certain other matters;

•

the fact that the Sponsor and the Insiders have agreed not to redeem any shares of Churchill Common Stock in connection with the Stockholder Special Meeting;

•

the fact that the Sponsor and the Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Churchill fails to complete an initial business combination by the end of the Completion Window;

•

the fact that the Sponsor and the Insiders agreed to waive all adjustments to the conversion ratio set forth in the Churchill Charter with respect to the Founder Shares;

•

the fact that the Sponsor and each of the Insiders agreed that they shall not transfer (i) 50% of their respective (A) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (B) Post-Combination Company Warrants or Post-Combination Company Class C-2 Shares (or Post-Combination Company Ordinary A1 Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, until the 12-month anniversary of the Closing Date, or (ii) the remaining 50% of their respective (1) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (2) Post-Combination Company Warrants or Post-Combination Company Class C-2 Shares (or Post-Combination Company Ordinary A1 Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, until the 18-month anniversary of the Closing Date or, if later, the date such Exchangeable Units (to the extent unvested) vest pursuant to the terms of the Sponsor Agreement;

•

the continued right of the Sponsor to hold Exchangeable Units following the Business Combination, subject to certain time and performance-based vesting provisions as described under “Related Agreements — Sponsor Agreement” and the continued right of the Sponsor to hold Exchanged Shares to be issued upon exercise of the Exchange Rights;

•

the fact that if the Trust Account is liquidated, including in the event Churchill is unable to consummate an initial business combination by the end of the Completion Window, the Sponsor has agreed to indemnify Churchill to ensure that the proceeds in the Trust Account are not reduced

TABLE OF CONTENTS

below $10.00 per Churchill Class A Common Stock, or such lesser amount per share of the Churchill Class A Common Stock as is in the Trust Account on the date of the liquidation of the Trust Account, by the claims of prospective target businesses with which Churchill has entered into an acquisition agreement or by the claims of any third party (other than Churchill’s independent public accountants) for services rendered or products sold to Churchill, but only if such target business or third party has not executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable);

•

the continued indemnification of current directors and officers and the continuation of the current directors’ and officers’ liability insurance by maintaining in effect such directors’ and officers’ liability insurance for a period of six years from the Effective Time or obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time (the “D&O Tail”);

•

the fact that the Sponsor, the Insiders and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Churchill’s behalf, such as identifying and investigating possible business targets and business combinations. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $[•] in the aggregate. However, if Churchill fails to consummate an initial business combination by the end of the Completion Window, they will not have any claim against the Trust Account for reimbursement. Accordingly, Churchill may not be able to reimburse these expenses if the Business Combination (or any other initial business combination) is not completed by end of the Completion Window;

•

the fact that the Sponsor and the Insiders will receive material benefits from the completion of an initial business combination and may be incentivized to complete the Business Combination rather than liquidate (in which case the Sponsor would lose its entire investment);

•

the fact that the Sponsor (including its representatives and affiliates) and Churchill’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Churchill. Churchill’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Churchill, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Churchill’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Churchill, subject to applicable fiduciary duties under the General Corporation Law of the State of Delaware. Churchill’s certificate of incorporation provides that Churchill renounces any expectancy in any corporate opportunity offered to any director or officer of Churchill unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Churchill and such opportunity is one Churchill is legally and contractually permitted to undertake and such person is legally permitted to refer such opportunity to Churchill. Churchill is not aware of any such conflict or opportunity being presented to any founder, director or officer of Churchill nor does Churchill believe that the limitation of the application of the “corporate opportunity” doctrine in Churchill’s certificate of incorporation had any impact on its search for an initial business combination;

•

the fact that the Sponsor agreed to purchase, cause the purchase of (through one or more of its affiliates or third parties designated by it) or raise, on the Closing Date, securities (equity, debt or otherwise) of the Post-Combination Company for an aggregate purchase price equal to the amount necessary to satisfy the Minimum Cash Condition as of the Closing Date in the Additional Subscription, provided, that (i) the Additional Subscription shall in all cases be a maximum of $50,000,000 in the aggregate; (ii) the rights and preferences of the securities purchased pursuant to the Additional Subscription, and the other terms of the Additional Subscription, shall be as mutually agreed by the Sponsor and the Post-Combination Company; and (iii) the obligation of Sponsor to consummate the Additional Subscription shall be subject to (x) the satisfaction of the Minimum Cash Condition as of the Closing Date (taking into account the Additional Subscription), (y) the substantially concurrent consummation of the Closing and (z) the Sponsor and the Post-Combination Company mutually agreeing on terms of the securities;

TABLE OF CONTENTS

•

the fact that the registration rights agreement of Churchill, dated February 11, 2021, will be amended and restated, and Churchill, the Sponsor and certain other parties (the “New Holders” and, together with the Sponsor, the “Registration Rights Holders”) will enter into the Registration Rights Agreement, which provides such Registration Rights Holders and their permitted transferees with registration rights in respect of certain Post-Combination Company Securities at the Closing;

•

the fact that, pursuant to the Merger Agreement, the Post-Combination Company Board will include one independent director to be selected by Churchill in its absolute and sole discretion and one independent director to be mutually agreed between Churchill and PubCo;

•

the fact that Churchill will reimburse the Sponsor for the fees and expenses it incurs in connection with an initial business combination;

•

the fact that Archimedes Advisor Group LLC, which is an affiliate of Messrs. Michael Klein and Mark Klein, will enter into a consulting agreement with CorpAcq to act as its consultant for five years following the Closing, for a consulting fee equal to 1% of CorpAcq’s annual Adjusted EBITDA, subject to a minimum fee of £1,000,000 per year;

•

the fact that the Sponsor and Churchill’s officers and directors or their affiliates may, but are not obligated to, loan Churchill funds as may be required to fund working capital deficiencies or finance transaction costs in connection with an initial business combination. If an initial business combination is consummated, Churchill would repay such loan amounts. If an initial business combination is not consummated, Churchill may not have the funds necessary to repay such loans;

•

the fact that Churchill entered into an Administrative Services Agreement pursuant to which it will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. Upon completion of an initial business combination, Churchill will cease paying these monthly fees. In the event the consummation of an initial business combination closes on or before February 17, 2024, an affiliate of the Sponsor will be paid up to a total of $1,800,000 ($50,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses;

•

the fact that, in connection with Churchill’s amendment to its certificate of incorporation extending the date by which Churchill must consummate an initial business combination, the Sponsor agreed to make deposits to the Trust Account in the amount of $1,000,000 per month and, in exchange, Churchill issued to Sponsor a non-interest bearing, unsecured promissory note with a principal amount of up to $9,000,000; and

•

the fact that Bonnie Jonas, a director of Churchill who was recused from consideration of the Business Combination, and her spouse have an interest in a fund that is invested indirectly in CorpAcq.

In the aggregate, the Sponsor and its affiliates have approximately $386,600,000 at risk that depends upon the completion of the Business Combination (or any other initial business combination). Specifically, $345,000,000 of such amount is the value of the Sponsor’s and its affiliates’ Founder Shares (assuming a value of $10.00 per share, the deemed value of the Post-Combination Company Ordinary A1 Shares in the Business Combination), $32,600,000 of such amount is the value of the Churchill Private Placement Warrants held by the Sponsor (based on the purchase price of $1.00 per Churchill Private Placement Warrant) and $9,000,000 is the maximum amount of the unsecured promissory note. The foregoing interests present a risk that the Sponsor and its affiliates will benefit from the completion of the Business Combination (or any other initial business combination) that may not benefit the Churchill Public Stockholders. As such, the Sponsor may be incentivized to complete the Business Combination (or any other initial business combination) with a less favorable target company or on terms less favorable to Churchill Public Stockholders rather than liquidate.

The personal and financial interests of Churchill’s officers and directors may have influenced their motivation in identifying and selecting CorpAcq and in completing the Business Combination with CorpAcq, and may influence their operation of the Post-Combination Company following the Closing. These risks may become more acute as the end of the Completion Window nears.

TABLE OF CONTENTS

The Churchill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, in reaching the determination that the Business Combination, including the Merger, are advisable and fair to, and in the best interests of, Churchill and its stockholders, and in recommending to the Churchill stockholders that they vote “FOR” the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Management of the Post-Combination Company

The following individuals are expected to serve as directors and executive officers of the Post-Combination Company upon consummation of the Business Combination:

Name	Age	Title
Simon Orange	56	Executive Chairman
David Martin	59	Chief Executive Officer and Director
Nicholas Cattell	49	Chief Financial Officer
Stephen Scott	45	Chief Operating Officer
Stuart Kissen	39	Head of Acquisitions and Director
Michael Klein	60	Director
[•]	[•]	[•]

Listing of Securities

Listing of the Post-Combination Company Ordinary A1 Shares or the Post-Combination Company Class C-1 Shares on NYSE

Neither the Post-Combination Company Ordinary A1 Shares nor the Post-Combination Company Class C-1 Shares are currently traded on a stock exchange. PubCo intends to apply to list the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time) on NYSE under the symbols “CPGR” and “CPGR.C,” respectively (or “CPGR WS” if the Post-Combination Company Warrants are listed), upon the Closing. PubCo cannot assure you that either the Post-Combination Company Ordinary A1 Shares or the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time) will be approved for listing or remain listed on NYSE.

Delisting of Churchill Class A Common Stock and Deregistration of Churchill

Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants are currently listed on NYSE under the symbols “CVII,” “CVII.U” and “CVII WS,” respectively. PubCo and Churchill anticipate that, following consummation of the Business Combination, the Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants will be delisted from NYSE, and Churchill will be deregistered under the Exchange Act.

Foreign Private Issuer

As a “foreign private issuer,” PubCo is subject to different U.S. securities laws compared to domestic U.S. issuers. As long as the Post-Combination Company continues to qualify as a foreign private issuer under the Exchange Act, the Post-Combination Company will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

TABLE OF CONTENTS

•

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, PubCo is not required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information. Further, PubCo is exempt from certain corporate governance requirements of NYSE by virtue of being a foreign private issuer.

Furthermore, NYSE rules also generally require each listed company to obtain shareholder approval prior to the issuance of securities in certain circumstances in connection with the acquisition of the stock or assets of another company, equity-based compensation of officers, directors, employees or consultants, change of control and certain transactions other than a public offering. As a foreign private issuer, PubCo is exempt from these requirements and may elect not to obtain shareholders’ approval prior to any further issuance of Post-Combination Company Ordinary Shares other than as may be required by the laws of England and Wales.

PubCo will rely on these accommodations in the NYSE corporate governance standards that allow foreign private issuers, such as PubCo, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards. As a result, its shareholders will not have the same protections afforded to shareholders of companies that are subject to all of NYSE’s corporate governance requirements.

Comparison of Stockholders’ Rights

There are certain differences in the rights of Churchill stockholders and the holders of Post-Combination Company Securities after the Business Combination. Please see the section titled “Comparison of Stockholder Rights.”

Material Tax Consequences

For a detailed discussion of material U.S. federal income tax consequences of the Business Combination and a summary of material UK tax consequences, see the sections titled “Material U.S. Federal Income Tax Considerations” and “Material United Kingdom Tax Considerations” in this proxy statement/prospectus.

The Merger, taken together with certain related transactions, is expected to qualify as a transaction described under Section 351 of the Code. However, the exchange of Churchill Securities (as defined below in the section titled “Material U.S. Federal Income Tax Considerations”) for Company securities pursuant to the Merger is expected to be taxable for U.S. Holders (as defined below in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders”) because of the application of Section 367(a) of the Code to the exchange for Churchill Securities for Post-Combination Company Securities pursuant to the Merger. Pursuant to Section 367(a) of the Code and the Treasury regulations promulgated thereunder (the “Treasury Regulations”), U.S. Holders are expected to recognize gain, if any, but not loss, on the exchange of Churchill Securities for Post-Combination Company Securities in an amount equal to the excess of the fair market value of the Post-Combination Company Securities received by the U.S. Holder pursuant to the Merger over such holder’s adjusted tax basis in the Churchill Securities exchanged therefor, as determined after the Merger. Subject to the discussion provided in the section titled “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders,” non-U.S. holders are generally expected to not recognize any gain or loss on their exchange of Churchill Securities for Post-Combination Company Securities pursuant to the Merger.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse capitalization in accordance with IFRS. Under this method of accounting, Churchill will be treated as the “acquired” company for financial reporting purposes. This determination was based on evaluation of the following facts and circumstances:

TABLE OF CONTENTS

•

CorpAcq’s existing shareholders will have the greatest voting interest in the Post-Combination Company under the Contractual Maximum Redemption Scenario with approximately 63.1% voting interest;

•

CorpAcq will have the largest single minority voting interest in the Post-Combination Company;

•

CorpAcq’s existing shareholders will elect the majority of the board of directors of PubCo;

•

CorpAcq’s existing senior management team will comprise the senior management of the Post-Combination Company;

•

CorpAcq’s existing operations will comprise the ongoing operations of the Post-Combination Company;

•

the Post-Combination Company will assume CorpAcq’s name; and

•

from an employee base and business operation standpoint, CorpAcq is the larger entity in terms of relative size.

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of CorpAcq issuing shares for the net assets of Churchill, accompanied by a recapitalization. Since Churchill does not meet the definition of a business in accordance with IFRS 3, “Business Combinations,” the Business Combination is accounted for within the scope of IFRS 2, “Share-Based Payment.” The net assets of Churchill will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess fair value of Post-Combination Company Ordinary Shares and other consideration issued to Churchill over the fair value of Churchill’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Closing will be deemed to be those of CorpAcq.

Redemption Rights

Pursuant to the Churchill Charter, holders of Churchill Class A Common Stock may elect to have their shares redeemed for cash at a redemption price per share equal to approximately $10.42 per share (based on the Trust Account balance of $605.9 million as of September 30, 2023).

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Churchill Class A Common Stock for cash and will not be entitled to receive shares of the Post-Combination Company. Such a holder will be entitled to receive cash for its shares of Churchill Class A Common Stock only if it properly demands redemption, identifies to Churchill the beneficial holder of the shares of Churchill Class A Common Stock being redeemed and delivers its shares (either physically or electronically) to Churchill’s Transfer Agent in accordance with the procedures described herein. Please see the section titled “Special Meeting of Churchill Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Any request for redemption, once made by a holder of Churchill Class A Common Stock, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Stockholder Special Meeting. If you deliver your Churchill Class A Common Stock for redemption to the Transfer Agent and later decide prior to the Stockholder Special Meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the address listed above.

Appraisal Rights

Appraisal rights or dissenters’ rights are not available to holders of shares of Churchill Common Stock in connection with the Business Combination.

Proxy Solicitation

Churchill is soliciting proxies on behalf of the Churchill Board in connection with the Stockholder Special Meeting and the Warrant Holder Meeting. Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. Churchill has engaged Morrow to assist in the solicitation of proxies.

TABLE OF CONTENTS

If a Churchill stockholder or Churchill Public Warrant holder grants a proxy, such stockholder or warrant holder may still vote its shares or warrants in person via the virtual meeting platform if it revokes its proxy before the Stockholder Special Meeting or Warrant Holder Meeting. A Churchill stockholder or Churchill Public Warrant holder may also change its vote by submitting a later-dated proxy, as described in the sections titled “Special Meeting of Churchill Stockholders — Revoking Your Proxy” and “Churchill Public Warrant Holder Meeting — Revoking Your Proxy.”

Risk Factor Summary

In evaluating the proposals to be presented at the Stockholder Special Meeting and Warrant Holder Meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.” These risks include, but are not limited to the following:

Risks Related to CorpAcq’s Business and Industry

•

CorpAcq is subject to risks related to economic disruptions, decreased market demand and other macroeconomic factors that are beyond CorpAcq’s control.

•

There are risks associated with CorpAcq’s acquisition strategy, and there are no guarantees that CorpAcq will be able to carry out acquisitions as planned, or with favorable conditions or at all.

•

The acquisitions and investments CorpAcq conducts could be unsuccessful or consume significant resources, which could adversely affect CorpAcq’s operating results.

•

CorpAcq’s ability to continue as a going concern depends in part on obtaining sufficient funding to finance its operations.

•

Following the Business Combination, the Post-Combination Company will be a holding company and will depend on the cash flows from the subsidiaries to pay dividends.

•

Certain of CorpAcq’s subsidiaries are not wholly owned which means that CorpAcq and its group of companies may not always be able to unilaterally control shareholder decisions taken in respect of such subsidiaries.

•

CorpAcq and its subsidiaries are subject to increasing risks arising from climate change, environmental considerations and broader ESG, together with the requirement to comply with and associated costs of increased regulation or changes in regulatory regimes.

•

Unauthorized use of intellectual property rights may cause the Post-Combination Company, CorpAcq or its subsidiaries to engage in, or be the subject of, litigation and subject to the costs associated with defending intellectual property rights infringement claims and any related judgments or settlements.

Risks Related to CorpAcq’s Employees and Human Resources

•

The ability to successfully consummate the Business Combination and for the Post-Combination Company to be successful thereafter will be dependent upon the efforts of CorpAcq’s senior management team and other key personnel. There are no guarantees that CorpAcq is able to retain and recruit key personnel, including CorpAcq’s senior management, and other employees to meet current or future needs at all or at a reasonable cost. The loss of key personnel could negatively impact the operations and profitability of the Post-Combination Company and its financial condition could suffer as a result.

•

Misconduct by CorpAcq’s employees, subcontractors or partners or CorpAcq’s overall failure to comply with laws or regulations could harm CorpAcq’s reputation, damage CorpAcq’s relationships with customers, reduce CorpAcq’s revenue and profits, and subject CorpAcq to criminal and civil enforcement actions.

Risks Related to Litigation and Regulation

•

CorpAcq is subject to evolving laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon CorpAcq’s operations, and any failure to comply with these laws and regulations, including as they evolve, could result in litigation and substantially harm CorpAcq’s business and results of operations.

TABLE OF CONTENTS

•

If CorpAcq fails in complying with applicable data protection regulations, such as the UK GDPR, CorpAcq’s compliance costs may increase and in the event of compliance deficiencies, CorpAcq may become subject to significant fines and liable for damages.

Risks Related to Indebtedness and Financing Transactions

•

CorpAcq will require a significant amount of cash to service its debt and CorpAcq’s ability to generate cash depends on many factors beyond its control. Any failure to meet CorpAcq’s debt service obligations could materially adversely affect CorpAcq’s business, results of operations and financial condition.

•

CorpAcq is subject to risks relating to increased interest rates and any adverse developments in the credit markets.

•

CorpAcq’s failure to comply with the agreements relating to CorpAcq’s outstanding indebtedness, including as a result of events beyond CorpAcq’s control, could result in an event of default that could materially adversely affect CorpAcq’s business, results of operations and financial condition.

Risks Related to Tax

•

PubCo may be treated as a U.S. corporation for U.S. federal income tax purposes.

•

U.S. holders of Churchill will be subject to U.S. federal income tax on any gain (but not loss) resulting from the Merger without the corresponding receipt of cash.

•

If the Back to Back Share Issuance Agreement constitutes a derivative contract within the United Kingdom tax regime, UK corporation tax charges may arise for PubCo.

•

The issuance or transfer of Post-Combination Company Ordinary Shares and (if Churchill Warrant holders fail to approve the Warrant Amendment Proposal) Post-Combination Company Warrants or (if Churchill Warrant holders approve the Warrant Amendment Proposal) Post-Combination Company Class C-1 Shares into DTC may be subject to stamp duty or stamp duty reserve tax in the UK, which would result in additional expenses incurred in connection with the consummation of the Business Combination.

•

If Churchill Warrant holders fail to approve the Warrant Amendment Proposal, Churchill and PubCo may be subject to additional expenses in respect of UK tax.

Risks Related to the Post-Combination Company Public Securities

•

CorpAcq’s, PubCo’s (and, consequently, the Post-Combination Company’s) management team has limited experience managing a public company.

•

CorpAcq has identified material weaknesses in its internal control over financial reporting. If CorpAcq and the Post-Combination Company are unable to remediate these material weaknesses or identify additional material weaknesses, it could lead to errors in the Post-Combination Company’s financial reporting, which could adversely affect the Post-Combination Company’s business and the market price of the Post-Combination Securities.

•

The Post-Combination Company may lose its foreign private issuer status which would then require it to comply with the Exchange Act’s domestic reporting regime and cause it to incur significant legal, accounting and other expenses.

•

The Post-Combination Company will be subject to reporting requirements. If the Post-Combination Company fails to comply or lacks the appropriate internal controls, it could be subject to sanctions or investigations by the Commission or other regulatory authorities.

•

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the Post-Combination Company Public Securities may decline.

Risks Related to Operating under UK Laws

•

The rights of holders of Post-Combination Company Ordinary A1 Shares may differ from the rights typically offered to shareholders of a U.S. corporation organized in Delaware.

•

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in England or in actions instituted in England to enforce judgments of U.S. courts.

TABLE OF CONTENTS

•

The laws of England and Wales and provisions in the Post-Combination Articles may frustrate or prevent an attempt to obtain control of the Post-Combination Company.

Risks Related to Churchill and the Business Combination

•

Churchill Public Stockholders will experience dilution as a consequence of the issuance of Post-Combination Company securities as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Closing. Having a minority share position may reduce the influence that Churchill Public Stockholders have on the management of the Post-Combination Company.

•

The estimated net cash per share of Churchill Class A Common Stock that will be contributed to the combined company in the Business Combination is less than the redemption price. Accordingly, Churchill Public Stockholders who do not exercise redemption rights will receive Post-Combination Company securities that may have a value less than the amount they would receive upon exercise of their redemption rights. Further, the shares of most companies that have recently completed business combinations between a special purpose acquisition company and an operating company have traded at prices below $10.00 per share. Accordingly, Churchill Public Stockholders who do not exercise redemption rights may hold securities that never obtain a value equal to or exceeding the per share value of the Trust Account.

•

The Sponsor, Churchill and their respective directors or officers or affiliates may purchase shares from Churchill Public Stockholders, which could reduce the number of shares of Churchill Class A Common Stock that may be redeemed in connection with the Stockholder Special Meeting, which may reduce the public “float” of Churchill Class A Common Stock (or, following the Closing, the Post-Combination Company Ordinary A1 Shares).

•

There can be no assurance that Churchill will be able to consummate the Business Combination or another initial business combination within the Completion Window, in which case Churchill will cease all operations except for the purpose of winding up and would redeem Churchill Class A Common Stock and liquidate, in which case Churchill Public Stockholders would only receive approximately $10.00 per share, or less than such amount in certain circumstances.

•

The exercise price for Churchill Public Warrants and Post-Combination Company Class C-1 Shares is higher than in many similar blank check company offerings in the past, and, accordingly, the Churchill Public Warrants and Post-Combination Company Class C-1 Shares are more likely to expire worthless.

•

Churchill identified a material weakness in its internal control over financial reporting. If Churchill identifies additional material weaknesses in the future or otherwise is unable to maintain an effective system of internal control over financial reporting, Churchill may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the business and the trading price of the Post-Combination Company Ordinary A1 Shares.

Risks Related to the Redemption

•

Churchill’s Public Stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

•

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express PubCo, Churchill and CorpAcq’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” for purposes of the federal securities laws. The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves. We rely on this safe harbor in making these forward-looking statements. Investors should note that on April 8, 2021, the staff of the SEC issued a public statement entitled “SPACs, IPOs and Liability Risk under the Securities Laws,” in which the SEC staff indicated that there is uncertainty as to the availability of the safe harbor under these provisions in connection with a SPAC merger. 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. PubCo, CorpAcq and Churchill have based these forward looking statements on each of its current expectations and projections about future events. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding PubCo, CorpAcq and Churchill’s intentions, beliefs or current expectations concerning, among other things: the Business Combination; the benefits of the Business Combination; results of operations; financial condition; liquidity; prospects; growth; strategies and the markets in which CorpAcq operates, including estimates and forecasts of financial and operational metrics, projections of market opportunity, and market share; future market opportunities, including with respect to acquisitions; and future market launches and expansion.

Nothing in this proxy statement/prospectus should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. These 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 PubCo, CorpAcq and Churchill. These forward looking statements are subject to known and unknown risks, uncertainties and assumptions about PubCo, CorpAcq and Churchill that may cause each of its 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. Such forward-looking statements are based on available current market information and the current expectations of PubCo, CorpAcq and Churchill, including beliefs and forecasts concerning future developments and the potential effects of such developments on the Business Combination, PubCo, CorpAcq and Churchill. Factors that may impact such forward-looking statements include:

•

the inability of the parties to successfully or timely consummate the Business Combination, including the risk that the Minimum Cash Condition is not satisfied (particularly in the event of substantial redemptions) or any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Churchill, CorpAcq or PubCo or the expected benefits of the proposed transactions, or that the approval of the Churchill Public Stockholders is not obtained;

•

the amount of redemption requests made by Churchill Public Stockholders;

•

failure to realize the anticipated benefits of the Business Combination;

•

the outcome of any legal proceedings that may be instituted against Churchill or CorpAcq in connection with the Business Combination;

•

the ability to meet stock exchange listing standards following the consummation of the Business Combination;

•

changes in domestic and foreign business, market, financial, political and legal conditions, including changes to the government of the United Kingdom or escalation of the Russian-Ukrainian conflict (or other conflict);

TABLE OF CONTENTS

•

risks relating to the uncertainty of the projected financial information of CorpAcq, including the timing to complete acquisitions, the timing to refinance loan facilities, any changes to interest rates, inflation or taxation, any fluctuations in demand, and the disruption of any supply chain;

•

the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and

•

the other risks and uncertainties included in this proxy statement/prospectus in the section titled “Risk Factors” as well as the other risks and uncertainties set forth in the section titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Churchill’s Quarterly Reports filed with the SEC on Form 10-Q and the Annual Reports filed by Churchill with the SEC on Form 10-K, and other documents filed, or to be filed, with the SEC by Churchill or PubCo.

There can be no assurance that future developments affecting PubCo, CorpAcq and/or Churchill will be those that PubCo, CorpAcq or Churchill has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond PubCo, CorpAcq or Churchill’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 heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. PubCo, CorpAcq or Churchill will not undertake any 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.

Before a Churchill stockholder or warrant holder grants its proxy or instructs how its vote should be cast or votes on the proposals included in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect PubCo, CorpAcq or Churchill.

TABLE OF CONTENTS

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals described herein. Certain of the following risk factors apply to the business and operations of CorpAcq and will also apply to the business and operations of the Post-Combination Company following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material and adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company. Churchill, CorpAcq, PubCo and the Post-Combination Company may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of Churchill, CorpAcq, PubCo and/or the Post-Combination Company.

Risks Related to CorpAcq’s Business and Industry

CorpAcq is subject to risks relating to economic disruptions, decreased market demand and other macroeconomic factors that are beyond CorpAcq’s control.

CorpAcq operates a portfolio of 42 SMEs in diversified business areas, including industrials, manufacturing, transport and consumer goods, across the United Kingdom. CorpAcq’s business and the businesses of its subsidiaries are materially affected by conditions in the political environment and financial markets and economic conditions in the United Kingdom and throughout the world, such as changes in interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation), governmental policy and regulatory reform, changes in trade policy, tariffs and trade sanctions on goods, trade wars, the discontinuation of the London Inter-Bank Offered Rate, U.S.-China relations, the withdrawal of the United Kingdom from the European single market and the EU Customs Union, imposition or maintenance of trade barriers, labor shortages, supply chain disruptions, economic, political, fiscal and/or other developments in or affecting the United Kingdom or Eurozone countries, commodity prices, currency exchange rates and controls, wars, other national and international political circumstances (including terrorist acts or security operations), natural disasters, climate change, pandemics or other severe public health crises and other events outside of CorpAcq’s control.

Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and in the first half of 2023. Inflation rates in the United Kingdom are currently expected to continue at elevated levels for the near term. In addition, the Bank of England in the United Kingdom and central banks in various other countries have raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world. Interest rate risk poses a significant market risk to CorpAcq due to interest rate-sensitive assets (e.g., fixed income assets) and liabilities (e.g., debt obligations) held by CorpAcq and its subsidiaries. Certain of CorpAcq’s subsidiaries have been impacted by inflation and may continue to be impacted by inflation in the future. In response to inflation, some of CorpAcq’s subsidiaries have paid more for materials and consequently increased their prices for goods and services. If such subsidiaries are unable to pass any increases in their respective costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on their loans, particularly if interest rates rise further in response to inflation. In addition, any projected future decreases in such subsidiaries’ operating results due to inflation could adversely impact CorpAcq’s results of operations. There is no guarantee that, if such subsidiaries are able to pass on increases in respective costs to customers, that their customers will pay such increased prices and may choose to either purchase less of the subsidiaries’ goods or services or such subsidiaries may lose customers altogether.

Volatility caused by political, market or economic conditions can also materially hinder CorpAcq’s acquisition strategy for new subsidiaries and, together with volatility in valuations of equity and debt securities, may adversely impact CorpAcq’s operating results. In addition, volatility may increase the risk

TABLE OF CONTENTS

that cash flows generated from CorpAcq’s operations may differ from CorpAcq’s expectations in timing or amount. Volatility and general economic trends are also likely to impact the performance of CorpAcq’s subsidiaries in many industries, particularly industries that are more affected by changes in consumer demand, such as the packaging, manufacturing, chemical and refining industries, as well as the real estate industry. CorpAcq’s performance, and the performance of CorpAcq’s subsidiaries, may be adversely affected to the extent subsidiaries in these industries experience adverse performance or additional pressure due to downward trends. There is also a risk of both sector-specific and broad-based corrections and/or downturns in the equity and/or credit markets. CorpAcq’s profitability may also be adversely affected by CorpAcq’s fixed costs and the possibility that CorpAcq would be unable to scale back other costs within a time frame sufficient to match any further decreases in net income or increases in net losses relating to changes in market and economic conditions.

The conflicts between Russia and Ukraine and Israel and Hamas have also increased global economic and political uncertainty. Furthermore, governments in the United States, United Kingdom, and EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia, and additional controls and sanctions could be enacted in the future. CorpAcq is continuing to actively monitor the conflicts between Russia and Ukraine and Israel and Hamas to assess their respective impact on CorpAcq’s business and the business and operations of its subsidiaries (particularly the impact on subsidiaries that operate in industries such as chemicals, oil and gas services, and aviation). CorpAcq has no significant exposure to the conflicts between Russia and Ukraine or Israel and Hamas and as such, to date, the conflicts have not had a material direct impact on CorpAcq’s business, financial condition or results of operations other than increases in the price of raw metal materials for CorpAcq’s engineering businesses. These price increases led to renegotiations, with customers ultimately bearing the increase in costs. However, it is possible that the conflicts between Russia and Ukraine and Israel and Hamas may escalate or expand, and the scope, extent and duration of the military action, current or future sanctions and resulting market and geopolitical disruptions could be significant, including in the United Kingdom where CorpAcq operates. The acceleration of a global energy crisis, including as a result of restrictions on Russia’s energy exports, could similarly have an adverse impact on certain of the geographies where CorpAcq does business and certain business and operations of the subsidiaries CorpAcq manages. For example, energy prices increased for businesses in the manufacturing and engineering sector, including CaviTech Solutions Ltd, Cwmtillery Glass Centre Ltd, Flexible Manufacturing Group (“FMG”), Glasscraft Decorative Ltd and Shepley. CorpAcq cannot predict the impact that such conflict may have on the global economy or CorpAcq’s business, financial condition and operations in the future. The conflicts between Russia and Ukraine and Israel and Hamas may also heighten the impact of other risks described herein.

There are risks associated with CorpAcq’s acquisition strategy, and there are no guarantees that CorpAcq will be able to carry out acquisitions as planned, or with favorable conditions or at all.

CorpAcq may not be successful in its future acquisition and expansion strategies. CorpAcq actively considers the opportunistic expansion of its business, both geographically and into new investment strategies, and intends, to the extent that market conditions warrant, to grow CorpAcq’s business by acquisition and including expanding into new investment strategies, geographic markets, businesses and distribution channels, including the retail channel. An essential part of CorpAcq’s business and growth strategy is to expand CorpAcq’s existing business through acquisitions of SME targets, which are intended to be owned on a long-term basis without any predefined ownership horizon. CorpAcq operates its business on the basis of an active acquisition strategy and a large part of CorpAcq’s growth in the future is expected to consist of both strategic and other types of acquisitions that appear to be profitable, inter alia, to expand the current business and enter new markets in the United Kingdom, and in the future, other countries such as the United States, each of which could require additional cash or equity, systems development and skilled personnel.

There is a risk that CorpAcq’s acquisition strategy will not have the desired effect or outcome, which may have a material adverse effect on CorpAcq’s operations, which in turn could negatively affect CorpAcq’s financial position and earnings. CorpAcq’s exposure to such risks is further increased as CorpAcq grows and carries out larger and more costly acquisitions that entail larger financial commitments.

CorpAcq may not be successful in either identifying new investment strategies or geographic markets that increase its profitability or in identifying and acquiring new businesses that increase its profitability,

TABLE OF CONTENTS

which may lead to fewer targets meeting CorpAcq’s investment criteria. Once a target company has been identified, there is a risk that it is not possible to acquire such target company on favorable terms and conditions or at all, including any challenges CorpAcq may face in financing the acquisition. CorpAcq also may still incur extensive advisor fees and other costs even though the acquisition process does not lead to the identified target being acquired. In addition, there is also a risk that CorpAcq may make incorrect commercial assessments in connection with acquisition processes and possible expansions in new geographical markets and/or business areas. This risk may then lead to CorpAcq losing out on potentially favorable acquisitions, acquiring subsidiaries that do not live up to CorpAcq’s expectations and/or CorpAcq expanding its operations in new geographies or business areas that do not lead to the positive effects that CorpAcq intends to achieve with such expansion. Incorrect commercial assessments in connection with acquisitions or expansion may also result in increased costs that CorpAcq cannot compensate for if the expected positive effects of such acquisitions or expansion do not materialize in whole or in part, which may have a material adverse effect on CorpAcq’s financial position and profits.

The acquisitions and investments CorpAcq conducts could be unsuccessful or consume significant resources, which could adversely affect CorpAcq’s operating results.

Acquisitions are at times large and complex, and CorpAcq may need to expend substantial resources to execute an acquisition or to successfully integrate a newly acquired target into the existing portfolio. Some risks CorpAcq may face while integrating a target company including the diversion of the attention of CorpAcq’s senior management from the existing portfolio; the disruption of CorpAcq’s ongoing business due to integration into the existing portfolio; entry into markets or businesses in which CorpAcq may have limited or no experience, which may make it more difficult for CorpAcq’s management to evaluate such acquisition and to provide ongoing services following the acquisition; increasing demands on CorpAcq’s operational systems, including its financial reporting process and internal controls, and infrastructure; potential increase in investment concentration in a specific sector; enhanced regulatory scrutiny and greater reputational and litigation risk, which may have a material adverse effect on CorpAcq’s operations and financial position; difficulty in combining or integrating operational management and financial reporting systems used by subsidiaries with those used by CorpAcq; and the broadening of CorpAcq’s geographic footprint, increasing the risks associated with conducting operations in new jurisdictions (including regulatory, tax, legal and reputational consequences).

In addition, any expansion of CorpAcq’s business could result in significant increases in CorpAcq’s acquisition costs as the bidder for a target business, such as for financing and financial, legal, and other advisors, and CorpAcq’s outstanding indebtedness and debt service requirements, which may adversely impact CorpAcq’s results of operations and financial condition. For example, there may be unforeseen liabilities that do not materialize until after CorpAcq acquires a subsidiary, which could increase legal or other costs which CorpAcq may not be able to recover from the sellers. In addition, there is also a risk that CorpAcq may incur costs even if the relevant acquisition, for various reasons, cannot be completed. CorpAcq may also be unable to receive compensation from the sellers for such costs, for example, due to contractual or legal limitations.

Furthermore, it has been common practice for CorpAcq to structure the transaction agreements so that they include contingent considerations or leave a minority interest with the management of the acquired subsidiary. The terms and size of the contingent considerations are dependent on the performance of the relevant acquisition target and in some cases these contingent considerations do not have a set limit. Normally the contingent considerations are based on the average EBITDA for up to five years following the acquisition. CorpAcq may therefore have to pay contingent considerations to the sellers of an acquisition target that are unexpectedly high, may not have been adequately provided for or may not be in line with the financial performance or the valuation of the relevant business, which may lead to an adverse effect on CorpAcq’s business, financial position and results.

Similarly, CorpAcq regularly grants put options to sellers regarding their remaining minority ownership in the acquisition target. Such put options give the sellers the right to call upon CorpAcq to purchase the minority shareholders’ remaining equity interests in the subsidiary. The terms of such minority options are most often dependent on the performance of the relevant acquisition target. Granting minority options, however, implies that CorpAcq may have to buy a seller’s (remaining) stake in an acquisition target at an

TABLE OF CONTENTS

unexpectedly high purchase price. There is a risk that CorpAcq may not have made adequate provisions to purchase a seller’s remaining stake or such transaction may not be in line with the financial performance or the valuation of the relevant business, meaning that CorpAcq may need to raise financing to facilitate such purchase, which may lead to an adverse effect on CorpAcq’s business, financial position and results.

CorpAcq is subject to risks relating to due diligence of its acquisition targets, which may not identify all material risks relating to their businesses, and CorpAcq may not realize the expected benefits of such arrangements.

Before making any acquisitions, CorpAcq conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each acquisition. When conducting due diligence, CorpAcq may be required to evaluate important and complex issues, including but not limited to those related to business, financial, credit risk, tax, accounting, environmental, legal and regulatory and macroeconomic trends. However, the risks identified and considered with respect to each acquisition CorpAcq conducts may also not be adequate and could lead to unforeseen costs or other unforeseen issues following the acquisition, such as a low order intake, unprofitable projects or low margins, or may have greater obligations or liabilities than originally estimated, which may impact CorpAcq’s operations and divert management’s time away from CorpAcq’s core business activities. The due diligence investigation that CorpAcq will carry out may not reveal or highlight all relevant facts (including fraud or incorrect information) or risks that may be necessary or helpful in evaluating such acquisition opportunity, including past or current violations of law and related legal exposure, and CorpAcq may not identify or foresee future developments that could have a material adverse effect on an acquisition. In addition, CorpAcq may rely on public information or other third-party information, which often includes information provided by the target company itself, which may be incomplete, inadequate, inaccurate or misleading. CorpAcq may not have sufficient time to fully evaluate such information even if it is available.

CorpAcq could also acquire a company that does not currently meet voluntary or mandatory sustainability standards, which can cause additional costs in the form of penalties or fines, litigation, increased costs or harm CorpAcq’s reputation. Deficiencies in acquired subsidiaries or failed integration attempts due to, for example, a misleading due diligence review can further harm CorpAcq’s entire reputation, and any such damage to CorpAcq’s reputation could result in decreased revenue for CorpAcq’s subsidiaries due to customers actively opting to make their purchases from CorpAcq’s competitors, thereby harming CorpAcq’s profits and financial position. Damage to CorpAcq’s reputation may also make owners of potential targets reluctant to sell their company to CorpAcq or at all, or only at an extra premium, which could be detrimental to CorpAcq’s future prospects and results of CorpAcq’s operations.

Competition for suitable acquisition targets may lead CorpAcq to not being able to carry out future acquisitions at a reasonable cost or at all, which could adversely affect CorpAcq’s operating results.

As of the date of this proxy statement/prospectus, CorpAcq has carried out acquisitions of over 42 businesses since its inception in 2006. Given that a fundamental part of CorpAcq’s business and growth strategy is to expand its current operations through additional acquisitions, it is central for CorpAcq to be able to continue to acquire suitable acquisition targets at a reasonable cost.

CorpAcq operates in highly competitive markets and competes with a large number of investment companies, private equity, asset managers, family offices and other institutions in identifying and acquiring suitable target companies. A number of factors could increase CorpAcq’s competitive risks, including but not limited to: economic and market conditions changing the attractiveness of CorpAcq’s subsidiaries; competitors having more capital or a lower cost of capital, greater expertise in a particular area, or access to funding sources not available to CorpAcq; competitors having a more established presence and expertise in particular geographies and businesses in which CorpAcq is looking to expand; the ability of corporate buyers competing with CorpAcq to achieve synergistic cost savings; competitors having higher risk tolerance, different risk assessments or lower return thresholds; existing and new competitors utilizing low cost, high speed financial applications, platforms and services based on artificial intelligence; developments in financial technology (or fintech), such as a distributed ledger technology (or blockchain), disrupting the financial industry; new entrants in CorpAcq’s various businesses being successful; and other industry participants hiring CorpAcq’s professionals.

TABLE OF CONTENTS

If such competition was to increase further, there is a risk that CorpAcq may not be able to carry out acquisitions at favorable terms or at all, or the number of potential acquisition targets may decrease, which may have a material adverse effect CorpAcq’s growth, business, financial condition, results of operations, cash flows and prospects.

CorpAcq is a decentralized company and places significant decision-making authority, including decisions regarding operations, governance and finances, with CorpAcq’s subsidiaries’ management, which presents certain risks, and CorpAcq may not always have visibility into or control over such decisions.

CorpAcq believes its practice of conferring significant authority upon the management of its subsidiaries has been important to its successful growth and has allowed CorpAcq to be responsive to opportunities and to CorpAcq’s customers’ needs. However, this practice presents certain risks, including the risk CorpAcq would be slower to identify a misalignment between a subsidiary’s and CorpAcq’s overall business strategy. CorpAcq’s decentralized organization also creates the possibility that CorpAcq’s subsidiaries assume excessive risk without appropriate guidance from CorpAcq’s centralized accounting, tax, treasury and insurance functions, or external legal counsel, as to the potential overall impact. If a subsidiary fails to follow CorpAcq’s company policies, including those relating to compliance with applicable laws, CorpAcq could be subjected to risks of noncompliance with applicable regulations, or made party to a contract, arrangement or situation that requires the assumption of disproportionate liabilities or contains other less desirable terms and which could have a material adverse effect on CorpAcq’s business, results of operations and financial condition.

The warranty and indemnity provisions contained in acquisition agreements by which CorpAcq has acquired subsidiaries may not provide full coverage for liabilities arising in respect of the period prior to acquisition and as a result CorpAcq may not be fully protected for such liabilities.

A majority of the acquisition agreements by which CorpAcq has acquired subsidiaries contain usual warranty and indemnity protections which provide CorpAcq an ability to bring a breach of contract claim or otherwise seek indemnification for certain liabilities related to the acquired subsidiary, its underlying business and operation thereof before CorpAcq acquired it. However, certain purchase agreements CorpAcq executes with its acquisition targets may lack sufficient representations and warranties with respect to the identified and unidentified risks in connection with the acquisition.

In addition, most of CorpAcq’s acquisition agreements contain specific limitations on the liability of the former owners, the scope of any warranty or indemnity, or the scope of these provisions may not extend to certain liabilities or the covenant strength. Moreover, certain former owners may have insufficient resources for CorpAcq to successfully recover or otherwise enforce the terms of any judgment or settlement for breach of the acquisition agreement.

CorpAcq may obtain or receive the benefit of warranty and indemnity insurance in connection with certain acquisitions whereby CorpAcq’s primary recourse for breach of warranty or tax indemnity is against the underlying insurer(s). However, there can be no assurance that these warranty and indemnity insurance policies will protect CorpAcq fully or at all, noting that these policies are also subject to limited coverage scope and express limitations of liability. As a result, CorpAcq may face unexpected liabilities that adversely affect CorpAcq’s business and financial condition.

CorpAcq’s growth and expansion strategy may not materialize as planned or at all.

CorpAcq expects to continue to analyze and evaluate the acquisition of strategic businesses with the potential to strengthen CorpAcq’s industry position or enhance CorpAcq’s existing offerings. CorpAcq cannot assure you that it will identify or successfully complete transactions with suitable acquisition candidates in the future. Nor can CorpAcq assure you that completed acquisitions will be successful.

Acquisitions and investments may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on CorpAcq’s business, consolidated financial condition, results of operations and cash flows. Acquisitions involve numerous other risks, including:

•

diversion of management’s time and attention from daily operations;

•

difficulties integrating acquired subsidiaries, technologies and personnel into CorpAcq’s business and financing and reporting framework;

TABLE OF CONTENTS

•

inability to obtain required regulatory approvals and/or required financing on favorable terms;

•

potential loss of key employees, key contractual relationships, or key customers of acquired subsidiaries or from CorpAcq’s existing businesses; and

•

assumption of the liabilities and exposure to unforeseen liabilities of acquired subsidiaries.

Under certain circumstances, it may be difficult for CorpAcq to complete transactions quickly or to integrate acquired operations efficiently into CorpAcq’s current business operations. Moreover, CorpAcq may be unable to obtain strategic or operational benefits that are expected from CorpAcq’s acquisitions. Any acquisitions or investments may ultimately harm CorpAcq’s business or consolidated financial condition, as such acquisitions may not be successful and may ultimately result in impairment charges.

CorpAcq’s ability to continue as a going concern depends in part on obtaining sufficient funding to finance its operations.

CorpAcq’s audited financial statements for the fiscal year ended December 31, 2022 include disclosure regarding the substantial doubt about its ability to continue as a going concern. CorpAcq’s financial statements were prepared assuming that it will continue as a going concern. The going concern basis of the presentation assumes that it will continue in operation for the foreseeable future and will be able to realize its assets and satisfy its liabilities in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from its inability to continue as a going concern. Future reports on CorpAcq’s financial statements may include an explanatory paragraph with respect to its ability to continue as a going concern. CorpAcq’s ability to continue as a going concern is dependent, in part, on its ability to raise additional capital through equity offerings or debt financings, including through and in connection with the Business Combination. CorpAcq is required to make a balloon payment of £120.0 million in June 15, 2024, in accordance with CorpAcq’s £200.0 million Facility Agreement with Alcentra Limited (the “Facility”), as described in the audited financial statements for the fiscal year ended December 31, 2022. Based on CorpAcq’s other contractual commitments and cash forecasts, CorpAcq does not expect it will be able to make the balloon payment utilizing existing cash on hand and cash available from other undrawn bank facilities without refinancing the Facility. CorpAcq is currently negotiating the refinancing of the Facility and expects to complete the refinancing of the Facility prior to the Business Combination. However, CorpAcq may not be able to secure additional financing or refinance its existing debt facility in a timely manner or on favorable terms, if at all, and may not receive any milestone payments. If CorpAcq cannot continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that CorpAcq’s shareholders may lose some or all of their investment in the Post-Combination Company.

Following the Business Combination, the Post-Combination Company will be a holding company and will depend on the cash flows from the subsidiaries to pay dividends.

Following the Business Combination, the Post-Combination Company will be a holding company without any direct operations and will have no significant assets other than its ownership interest in CorpAcq, through its ownership of BermudaCo. Accordingly, the Post-Combination Company’s ability to pay dividends will depend upon the financial condition, liquidity and results of operations of, and the Post-Combination Company’s receipt of dividends, loans or other funds from BermudaCo, CorpAcq and its direct and indirect subsidiaries. BermudaCo, CorpAcq and its subsidiaries are separate and distinct legal entities and have no obligation to make funds available to the Post-Combination Company. In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which CorpAcq and its subsidiaries may pay dividends, make loans or otherwise provide or distribute funds to CorpAcq. For example, CorpAcq is considering additional investment opportunities and working capital requirements while at the subsidiary level, businesses are considering internal growth investment plans.

TABLE OF CONTENTS

CorpAcq’s performance and results of operations are dependent on cash flows from its subsidiaries. As a result, CorpAcq is significantly affected by the performance of its subsidiaries. CorpAcq’s subsidiaries operate in many different industries, each of which is subject to volatility based upon a variety of factors, including economic, political and market factors. For example:

•

The performance of certain of CorpAcq’s subsidiaries in the oil and gas services industry is substantially dependent upon prevailing prices of oil and natural gas, which have been impacted by the recent and ongoing global energy crisis and the Russian invasion of Ukraine.

•

CorpAcq’s subsidiaries are exposed to rising mortgage interest rates, increasing consumer debt and a low level of consumer confidence in the economy and/or the real estate market and increasing regulatory focus on energy efficiency and fire safety which may require building refits or remediation measures.

•

CorpAcq’s subsidiaries that operate in the retail sector and manufacturing sectors including the production and supply of industrial products are affected by the increasing prices of materials and inflation, supply shortages and transportation issues, which have been exacerbated in recent periods by the Russian invasion of Ukraine.

•

CorpAcq’s subsidiaries that operate in the services sectors including the provision of labor resources for industrial projects, forensic services, recruitment services and other human capital services are affected by inflation and increasing employment costs including the continued rise of salaries and employee benefits.

•

CorpAcq’s subsidiaries that operate in the apparel retailing space are affected by increasing rental demands and associated taxation in relation to physical stores and the continuing decrease in sales via physical stores compared to online sales.

•

Many of CorpAcq’s subsidiaries lease properties. With rising interest rates, unless there are fixed rent reviews, CorpAcq’s subsidiaries are at risk of rising rent payments and increased service charges which may adversely affect their profitability. CorpAcq’s subsidiaries will also have potential dilapidations liability to the respective landlords at the end of the lease terms.

•

The performance of certain of CorpAcq’s subsidiaries was negatively impacted by the COVID-19 pandemic. For example, restrictions on the movement of people impacted all subsidiaries, requiring CorpAcq to develop practices to support the health and safety of its employees, which took up to three weeks to implement. Additionally, some customers did not permit third-party employees to access their sites which delayed some project-based businesses, primarily WH Good and Richard Alan Group, thereby impacting their revenues. The business of CorpAcq and its subsidiaries could be negatively impacted in the future by another global health crisis.

In addition, CorpAcq’s subsidiaries have experienced significant challenges in their global supply chain, including shortages in supply, or disruptions or delays in shipments, of certain materials or components used in their products, and related price increases. While to date many of these subsidiaries have been able to manage the challenges associated with these delays and shortages without significant disruption to their business, no assurance can be given that these efforts will continue to be successful. Deterioration in the domestic or international economic environment may cause decreased demand for the products and services of CorpAcq’s subsidiaries and increased competition, which could result in lower sales volume and lower prices for their products, longer sales cycles, and slower adoption of new technologies.

CorpAcq’s performance may be adversely affected to the extent its subsidiaries experience adverse performance or additional pressure due to downward trends in their respective industries, which could limit cash flow from CorpAcq’s subsidiaries, and materially affect CorpAcq’s financial condition and results of operations.

TABLE OF CONTENTS

Many of CorpAcq’s subsidiaries operate in sectors that are vulnerable to competition, and failure of CorpAcq’s subsidiaries to adequately compete in their respective industries could have an adverse effect on CorpAcq’s results of operations.

Many of CorpAcq’s subsidiaries operate in an industry that is highly fragmented, and CorpAcq competes with other companies in each of the markets in which CorpAcq operates. CorpAcq’s subsidiaries’ ability to compete in these highly competitive markets may be adversely affected by several factors, including, but not limited to, the following:

•

CorpAcq’s subsidiaries compete against many well-established companies that may have substantially greater financial and other resources, including personnel and research and development, and greater overall market share than CorpAcq’s subsidiaries, as well as established supplier, retailer and distributor relationships;

•

in some key product categories, CorpAcq’s subsidiaries’ competitors may have lower production costs and higher profit margins than CorpAcq’s subsidiaries, which may enable them to compete more aggressively in offering retail discounts, rebates and other promotional incentives;

•

CorpAcq’s subsidiaries’ competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular retailers and distributors or favorable in-store placement;

•

technological advancements, product improvements or effective advertising campaigns by competitors may weaken consumer demand for CorpAcq’s subsidiaries’ products and services;

•

consumer preferences may change to lower or higher margin products, more sustainable products or products other than those in CorpAcq’s subsidiaries’ market; and

•

CorpAcq’s subsidiaries may not be successful in the introduction, marketing and manufacturing of any new products, services, product innovations or line extensions or be able to develop and introduce, in a timely manner, innovations to CorpAcq’s subsidiaries’ existing products and services that satisfy consumer needs or achieve market acceptance.

Some competitors may be willing to reduce prices and accept lower profit margins to compete with CorpAcq’s subsidiaries. As a result of this competition, CorpAcq’s subsidiaries could lose market share and sales or be forced to reduce their prices to meet competition. If CorpAcq’s subsidiaries’ products and services are unable to compete successfully, CorpAcq’s business, financial condition and results of operations could be materially and adversely affected. In addition, CorpAcq’s subsidiaries may be unable to implement changes to their products and services, or otherwise adapt to changing consumer trends. If CorpAcq’s subsidiaries are unable to respond to changing consumer trends, CorpAcq’s business, financial condition and results of operations could be adversely affected.

Other shareholders of certain of CorpAcq’s subsidiaries hold economic and voting rights in respect of their respective holding of shares in those subsidiaries. In some instances, CorpAcq holds less than 75% of the issued share capital of such subsidiary which is entitled to vote on shareholder resolutions, meaning that shareholder resolutions requiring approval as special resolutions in accordance with applicable laws cannot be unilaterally taken by CorpAcq and require the support of other shareholders. In the case of Scaffolding Access Solutions Limited, CorpAcq owns 49% of its existing share capital, meaning that shareholders resolutions requiring approval as ordinary or special resolutions in accordance with applicable laws cannot be unilaterally taken by CorpAcq and require the support of other shareholders. Additionally, the overall control and decision making powers of CorpAcq in respect of subsidiaries which have additional shareholders are limited in certain instances by the terms of associated shareholders’ agreements, corresponding articles of association for such subsidiary and other person(s) being able to nominate one or more persons to the board of such subsidiary. These structures may affect the operational effectiveness and financial flexibility of the relevant subsidiary, particularly if CorpAcq and any additional shareholders are not strategically aligned. Conflict with shareholders may lead to deadlock and result in CorpAcq being unable to pursue a desired strategy, which may adversely affect CorpAcq’s business, financial condition and results of operations.

TABLE OF CONTENTS

CorpAcq is subject to risks relating to its information technology systems, financial accounting and other data processing systems, such as cybersecurity risks and risks related to data privacy.

CorpAcq’s operations are highly dependent on CorpAcq’s information technology platforms, and CorpAcq relies heavily on its analytical, financial, accounting, communications and other data processing systems. Although CorpAcq is not currently aware of any cyberattacks or other incidents that, individually or in the aggregate, have materially affected, or would reasonably be expected to materially affect, CorpAcq’s operations or financial condition, there can be no assurance that the various procedures and controls CorpAcq utilizes to mitigate these threats will be sufficient to prevent disruptions to CorpAcq’s systems. CorpAcq’s systems face ongoing cybersecurity threats and attacks, which could result in the failure of such systems. Attacks on CorpAcq’s systems could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to CorpAcq’s proprietary information, destroy data or disable, degrade or sabotage CorpAcq’s systems, or divert or otherwise steal funds, including through the introduction of computer viruses, ransomware, “phishing” attempts and other forms of social engineering. Cyberattacks and other security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees.

There has been an increase in the frequency and sophistication of the cyber and security threats CorpAcq faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target CorpAcq because CorpAcq holds a significant amount of confidential and sensitive information about its investors, individual and business customers of CorpAcq and its subsidiaries, CorpAcq’s subsidiaries and potential acquisition targets. As a result, CorpAcq may face a heightened risk of a security breach or disruption with respect to this information. There can be no assurance that measures CorpAcq takes to ensure the integrity of its systems will provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful. If CorpAcq’s systems are compromised, do not operate properly or are disabled, or CorpAcq fails to provide the appropriate regulatory or other notifications in a timely manner, CorpAcq could suffer financial loss, a disruption of its businesses, liability to its investment funds and fund investors, regulatory intervention or reputational damage. The costs related to cyber or other security threats or disruptions or regulatory fines may not be fully insured or indemnified by other means.

In addition, CorpAcq could also suffer losses in connection with updates to, or the failure to timely update, the technology platforms on which CorpAcq relies. CorpAcq is reliant on third-party service providers for certain aspects of its business, including for the administration of certain funds, as well as for certain technology platforms, including cloud-based services. These third-party service providers could also face ongoing cybersecurity threats and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain confidential data.

Breaches in CorpAcq’s security or in the security of third-party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize CorpAcq’s, CorpAcq’s employees’ or CorpAcq’s subsidiaries’ or counterparties’ confidential, proprietary and other information, such as personal data, processed and stored in, and transmitted through, CorpAcq’s computer systems and networks, or otherwise cause interruptions or malfunctions in CorpAcq’s, CorpAcq’s employees’, CorpAcq’s subsidiaries’, CorpAcq’s counterparties’ or third parties’ business and operations, which could result in significant financial losses, increased costs, liability to CorpAcq and other counterparties, regulatory intervention and reputational damage. Furthermore, if CorpAcq fails to comply with the relevant laws and regulations or fails to provide the appropriate regulatory or other notifications of breach in a timely matter, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause CorpAcq and its clients to lose confidence in the effectiveness of CorpAcq’s security measures.

United Kingdom data protection laws require CorpAcq and its subsidiaries to have mandatory clauses in place with third-party service providers about security measures around personal data. If CorpAcq fails to put these contractual clauses in place CorpAcq may be subject to regulatory fines and may not be able to recover damages caused by third-party service providers failure to keep personal data secure.

TABLE OF CONTENTS

CorpAcq’s subsidiaries also rely on data processing systems that may be different than CorpAcq’s, and the secure processing, storage and transmission of information, including payment and health information, which individually may present the risks discussed above and consequently have a material adverse effect on such subsidiary and CorpAcq. Their data processing systems and legacy information technology systems, which subsidiaries may continue to use following acquisition by CorpAcq, may contain security vulnerabilities that were not picked up during the due diligence process. CorpAcq does not generally require subsidiaries to adopt new data processing systems and information technology systems following a subsidiary’s acquisition and any such decision is made on an individualized basis at such time, and the monitoring of such systems is controlled by a subsidiary’s management team. As such, CorpAcq’s management does not individually monitor such systems, and may be unaware of potential vulnerabilities and may be unable to predict the risks involved with using certain systems. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. Health information is particularly sensitive under data protection legislation in the United Kingdom and is therefore a higher risk data category to process. CorpAcq may also acquire subsidiaries having a national or regional profile or in infrastructure, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses, or subject to higher levels of regulation due to the nature of services they provide to the public. Such an event may have material adverse consequences on CorpAcq or CorpAcq’s other subsidiaries of the same type or may require CorpAcq’s subsidiaries to increase preventative security measures or expand insurance coverage. The occurrence of a significant uninsured claim or a claim in excess of the insurance coverage limits maintained by CorpAcq could have a material adverse effect on CorpAcq’s business, financial condition and results of operations.

Finally, CorpAcq and its subsidiaries’ technology platforms, data and intellectual property are also subject to a heightened risk of theft or compromise to the extent CorpAcq or its subsidiaries engage in operations outside the United Kingdom, in particular in those jurisdictions that do not have comparable levels of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records, including personal data. In addition, CorpAcq and its subsidiaries may be required to compromise protections or forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of these assets could have a material adverse impact on CorpAcq and its subsidiaries.

CorpAcq is subject to risks relating to third-party suppliers, customers, contractors and subcontractors.

CorpAcq and its subsidiaries rely on third-party suppliers, manufacturers, contractors, subcontractors and other third parties to manufacture, assemble, supply and test its products, and the failure to manage these third-party relationships successfully could adversely affect the ability of CorpAcq’s subsidiaries to market and sell their respective products and their reputations. CorpAcq’s revenue and operating results would suffer if these third parties fail to deliver products or components in a timely manner and at reasonable cost, or if manufacturing capacity is reduced or eliminated as a CorpAcq subsidiary may be unable to obtain alternative manufacturing capacity.

Relying on third-party suppliers, manufacturers, contractors and subcontractors presents significant risks to CorpAcq and its subsidiaries, including the following:

•

failure by CorpAcq or its subsidiaries to select necessary third-party suppliers, manufacturers, contractors or subcontractors in a timely and cost-effective manner, if at all;

•

capacity shortages during periods of high demand;

•

reduced control over delivery schedules;

•

reduced control over compliance with product regulations and standards;

•

reduced control over environmental, social governance factors in the supply chain such as sustainable sourcing of materials and labor, protection of the environment, observing human rights, good health & safety management, tax, data and anti-bribery and corruption practices;

•

shortages of materials;

•

misappropriation of CorpAcq’s and its subsidiaries’ intellectual property;

	Page
EXPLANATORY NOTE		i
LETTER TO STOCKHOLDERS AND WARRANT HOLDERS OF CHURCHILL CAPITAL CORP VII		vi
NOTICE OF STOCKHOLDER SPECIAL MEETING		xv
NOTICE OF WARRANT HOLDER MEETING		xxi
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
INDUSTRY AND MARKET DATA		2
TRADEMARKS AND SERVICE NAMES		2
FINANCIAL STATEMENT PRESENTATION		3
FREQUENTLY USED TERMS		6
QUESTIONS AND ANSWERS		14
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		38
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		59
RISK FACTORS		61
SPECIAL MEETING OF CHURCHILL STOCKHOLDERS		130
CHURCHILL PUBLIC WARRANT HOLDER MEETING		138
THE BUSINESS COMBINATION		142
THE MERGER AGREEMENT		181
RELATED AGREEMENTS		203
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		208
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS		221
INFORMATION RELATED TO CHURCHILL		224
CHURCHILL’S MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS		238
INFORMATION RELATED TO CORPACQ		244
CORPACQ’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		255
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		284
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		288
COMPARATIVE PER SHARE DATA		303
MANAGEMENT OF THE POST-COMBINATION COMPANY		306
BENEFICIAL OWNERSHIP OF SECURITIES		318
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		322
DESCRIPTION OF PUBCO’S SECURITIES		330
COMPARISON OF STOCKHOLDER RIGHTS		344
SHARES ELIGIBLE FOR FUTURE SALE		359
PRICE RANGE OF SECURITIES AND DIVIDENDS		361
STOCKHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		363
STOCKHOLDER PROPOSAL NO. 2 — THE GOVERNANCE PROPOSALS		364
STOCKHOLDER PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		371
WARRANT HOLDER PROPOSAL NO. 1 — THE WARRANT AMENDMENT PROPOSAL		372
WARRANT HOLDER PROPOSAL NO. 2 — THE WARRANT HOLDER ADJOURNMENT PROPOSAL		374
ADDITIONAL INFORMATION		375
INDEX OF FINANCIAL STATEMENTS		F-1

	Annex A Merger Agreement
	Annex B Sponsor Agreement
	Annex C Post-Combination Articles
	Annex D 2023 Omnibus Incentive Plan
	Annex E 2023 Non Employee Equity Incentive Plan
	Annex F-1 Existing Warrant Agreement
	Annex F-2 Existing Warrant Agreement Amendment
	Annex G Form of Class C Warrant Agreement
	Annex H Form of Warrant Amendment Agreement
	Annex I BermudaCo Bye-laws
	Annex J Back to Back Share Issuance Agreement
	Annex K Form of Amended and Restated Registration Rights Agreement
	Annex L Duff & Phelps Fairness Opinion
	Annex M Form of Proxy for the Stockholder Special Meeting
	Annex N Form of Proxy for the Warrant Holder Special Meeting