As filed with the U.S. Securities and Exchange Commission on January 26, 2024.

Registration Statement No. 333-275613​

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

Amendment No. 2
to

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:

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.

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 JANUARY 26, 2024

PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS AND
MEETING OF WARRANT HOLDERS OF CHURCHILL CAPITAL CORP VII

PROSPECTUS FOR THE OFFER AND SALE OF 58,016,071 POST-COMBINATION
COMPANY ORDINARY A1 SHARES
AND 27,600,000 POST-COMBINATION COMPANY CLASS C-1 SHARES
OR POST-COMBINATION COMPANY PUBLIC WARRANTS (AS APPLICABLE)
AND THE OFFER OF 27,600,000 POST-COMBINATION COMPANY ORDINARY A1 SHARES
ISSUABLE UPON EXERCISE OR CONVERSION OF
POST-COMBINATION COMPANY CLASS C-1 SHARES
OR POST-COMBINATION COMPANY PUBLIC WARRANTS (AS APPLICABLE)
OF CORPACQ GROUP PLC

EXPLANATORY NOTE

This proxy statement/prospectus relates to an Agreement and Plan of Merger, dated August 1, 2023 (as amended on December 26, 2023 and 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”), 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”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of PubCo (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) 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-1 and Annex A-2.

Concurrently with the entry into the Merger Agreement, Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”) and each of Churchill’s directors and officers (collectively, the “Insiders,” and together with Sponsor, the “Churchill Initial Stockholders”), Churchill and PubCo entered into that certain amended and restated sponsor agreement dated August 1, 2023 (as it may be amended from time to time, the “Sponsor Agreement”), which amended and restated that certain letter, dated February 11, 2021, by and among the same parties, a copy of which is attached to this proxy statement/prospectus as Annex B.

In connection with the transactions contemplated by the Merger Agreement, the Sponsor Agreement and the other transaction agreements, (the “Business Combination”), Churchill will convene a special meeting of its stockholders on [•], 202[•] (including any adjournment or postponement thereof, the “Stockholder Special Meeting”) and a meeting of holders of Churchill Public Warrants on [•], 202[•] (including any adjournment or postponement thereof, the “Warrant Holder Meeting”).

In connection with the Business Combination, and pursuant to the Merger Agreement and the Sponsor Agreement, and subject to the terms and conditions contained therein:

•

PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sale and transfer of the Sellers’ ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (the “CorpAcq Sale”) and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held by CorpAcq shareholders that are not Sellers (the “Drag Sellers”) pursuant to the articles of association of CorpAcq (such articles, the “CorpAcq Articles” and such transfer, the “Drag Along Sale”). See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

•

the Sponsor will forfeit to Churchill for no consideration certain of its shares of Class B common stock of Churchill, par value $0.0001 per share (“Churchill Class B Common Stock” or “Founder Shares”) and certain of its Churchill warrants, each exercisable at an exercise price of $11.50, for one share of Churchill Class A Common Stock (“Churchill Private Placement Warrants”), upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”) and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo (the “Founder Share Contribution”);

•

Merger Sub will merge with and into Churchill (the “Merger” and the effective time of the Merger, the “Effective Time”), pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo (the “Surviving Corporation”); and

•

CorpAcq will redeem in full the outstanding preferred shares of £1.00 each in the capital of CorpAcq (the “CorpAcq Preferred Shares”) in accordance with the CorpAcq Articles (the “CorpAcq Preferred Redemption”).

The Business Combination is described in further detail under “The Merger Agreement.”

Following the closing of the Business Combination (the “Closing”), PubCo (PubCo from and after the Closing, the “Post-Combination Company”) will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries and the Surviving Corporation will be held directly or indirectly by BermudaCo. CorpAcq shareholders and holders of shares of Class A common stock, par value $0.0001 per share, of Churchill (“Churchill Class A Common Stock”) will hold voting, economic ordinary A1 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A1 Shares”), while the Sponsor will hold voting, non-economic class B shares, par value $0.000001 of the Post-Combination Company (“Post-Combination Company B Shares”). The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic Series B-1, Series B-2 and Series B-3 shares of BermudaCo (together, the “BermudaCo Redeemable Shares” each such BermudaCo Redeemable Shares together with a Post-Combination Company B Share, an “Exchangeable Unit”). 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, the holder of BermudaCo Redeemable Shares will be entitled to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares.

In connection with the Closing, the CorpAcq shareholders will receive their pro rata portion of:

•

an aggregate amount of cash (“Closing Seller Cash Consideration”), expected to be no greater than $256,000,000, calculated as:

•

all available cash and cash equivalents of Churchill, including all amounts in the Trust Account (net of Churchill stockholder redemptions in connection with the Stockholder Special Meeting (“Churchill Stockholder Redemptions”)) and any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing including in connection with certain types of qualifying capital raising transactions; minus

•

the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus

•

any amounts necessary to implement the CorpAcq Preferred Redemption (the “CorpAcq Preferred Redemption Amount”); minus

•

an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any (which amount will be delivered to the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives); minus

•

99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

•

Post-Combination Company Ordinary A1 Shares (the “Closing Seller Share Consideration”) and Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares (collectively, the “Earnout Shares”) as follows:

•

an aggregate number of Post-Combination Company Ordinary A1 Shares, to be calculated based on a CorpAcq equity value of $803,822,000 minus the Closing Seller Cash Consideration and divided by $10.00;

•

in the event cash and cash equivalents delivered by Churchill (including amounts in the Trust Account and certain amounts delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any qualifying capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing) (“Delivered Capital Amount”) is less than $592,000,000:

•

additional Post-Combination Company Ordinary A1 Shares and ordinary A2 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A2 Shares”), each in a number equal to 6.25% of the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00; and

•

ordinary A3 shares, par value $0.001 of the Post-Combination Company (“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”), equal to (i) 15,000,000 if the Delivered Capital Amount is less than $592,000,000 and (ii) 15,000,000 minus a number of

ii

shares (rounded down to the nearest whole share) equal to the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00, as may be adjusted pursuant the Sponsor Agreement.

•

an aggregate of 15,000,000 class C-2 shares in the Post-Combination Company (“Post-Combination Company Class C-2 Shares” and such consideration, the “Closing Seller Class C-2 Consideration”), each exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms applicable to the existing private placement warrants of Churchill.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

In connection with the Founder Equity Retirement and Founder Equity Contribution:

•

the Sponsor will forfeit to Churchill for no consideration (i) 15,000,000 Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000 and in accordance with the Sponsor Agreement (“Retirement Founder Shares”) and (ii) 18,600,000 Churchill Private Placement Warrants;

•

BermudaCo will issue to the Sponsor an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing;

•

BermudaCo will create additional authorized share capital (or an agreed upon similar construct) equivalent to, or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

•

concurrently with the Founder Share Contribution, 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 points, at a subscription price of $0.000001 per Post-Combination Company B Share (such aggregate amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”);

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into a Facilities Agreement with CorpAcq Limited as Borrower, UBS AG London Branch as Mandated Lead Arranger and Oxane Partners Limited as Agent and Security Agent and the other parties thereto and that certain Note Subscription Agreement by and among CorpAcq Limited as Issuer, Crestline Maple Operating Trust (Financing II), Crestline Maple Operating Trust (Co-invest) — Series II, CL Cardiff, L.P., CL Life and Annuity Insurance Company, for and on behalf of the CL RE SP2 MC account and American Life & Security Corp., for and on behalf of the ALSC CL Re 1 MC account, as Mandated Lead Arrangers, Oxane Partners Limited as Agent and Security Agent, and the other parties thereto (collectively, the “2024 Facilities”) to refinance its previous £200.0 million facility with Alcentra Limited (the “Alcentra Facility”), to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited. The remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq or its subsidiaries in the determination of Closing Seller Cash Consideration and the Minimum Cash Condition (as described in the accompanying proxy statement/prospectus). Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their

iii

respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of a Series B-1 share of BermudaCo together with a Post-Combination Company B Share, a Series B-2 share of BermudaCo together with a Post-Combination Company B Share and a Series B-3 share of BermudaCo together with a Post-Combination Company B Share. For additional detail on the Sponsor’s Exchangeable Units, see “The Business Combination — Impact of the Business Combination on Public Float” and “The Related Agreements.”

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:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares for which redemption rights have been exercised, that are held in treasury or that are owned by the CorpAcq Parties) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive one Post-Combination Company Ordinary A1 Share (such consideration, the “Churchill Class A Stockholder Consideration”);

•

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 (as amended, the “Existing Warrant Agreement”) is approved and an independent valuation report pursuant to section 593 of the UK Companies Act 2006 (confirming that the non-cash consideration to be received by PubCo for the issuance of Post-Combination Company Class C Shares (as defined below) (such valuation report, the “Valuation Report”) is not less than the amount to be treated as having been paid up on the Post-Combination Company Class C Shares) is obtained prior to the Effective Time:

•

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 class C-1 share in the Post-Combination Company (a “Post-Combination Company Class C-1 Share,” and together with the Post-Combination Company Class C-2 Shares, the “Post-Combination Company Class C Shares”); and

•

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;

•

in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time:

•

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 Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Public Warrants (“Post-Combination Company Public Warrants”); and

•

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 entitling the holder thereof to acquire Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Private Placement Warrants (such warrants, the “Post-Combination Company Private Placement Warrants”).

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 (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes), 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

iv

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 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.

PubCo has applied to list the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Warrants, as applicable) on the Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB,” respectively (or “CPGRW” 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, as applicable) will be approved for listing or remain listed on the Nasdaq Capital Market.

v

All Churchill stockholders and warrant holders are encouraged to read this proxy statement/prospectus, including the annexes and the accompanying financial statements of Churchill and CorpAcq carefully and in their entirety. In particular, Churchill stockholders and warrant holders are urged to read carefully the section titled “Risk Factors” beginning on page 61 of this proxy statement/prospectus.

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.

vi

PRELIMINARY — SUBJECT TO COMPLETION, DATED JANUARY 26, 2024

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 on [•], 202[•], and on [•], 202[•], at [•], respectively. The Stockholder Special Meeting and the Warrant Holder Meeting can be accessed by visiting www.cstproxy.com/churchillcapitalvii/sm2024 and www.cstproxy.com/churchillcapitalvii/​whm2024, 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.

Churchill has entered into that certain Agreement and Plan of Merger, dated August 1, 2023 (as amended on December 26, 2023 and as it may be further 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”), 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”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of PubCo (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) 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-1 and Annex A-2.

Concurrently with the entry into the Merger Agreement, Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”) and each of Churchill’s directors and officers (collectively, the “Insiders,” and together with Sponsor, the “Churchill Initial Stockholders”), Churchill and PubCo entered into that certain amended and restated sponsor agreement dated August 1, 2023 (as it may be amended from time to time, the “Sponsor Agreement”), which amended and restated that certain letter, dated February 11, 2021, by the same parties, a copy of which is attached to this proxy statement/prospectus as Annex B.

In connection with the Business Combination, and pursuant to the Merger Agreement and the Sponsor Agreement, and subject to the terms and conditions contained therein:

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PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sale and transfer of the Sellers’ ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (the “CorpAcq Sale”) and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held by CorpAcq shareholders that are not Sellers (the “Drag Sellers”) pursuant to the articles of association of CorpAcq (such articles, the “CorpAcq Articles” and such transfer, the “Drag Along Sale”). See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

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the Sponsor will forfeit to Churchill for no consideration certain of its shares of Class B common stock of Churchill, par value $0.0001 per share (“Churchill Class B Common Stock” or “Founder Shares”) and certain of its Churchill warrants, each exercisable at an exercise price of $11.50 for one share of Churchill Class A Common Stock (“Churchill Private Placement Warrants”), upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”) and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo (the “Founder Share Contribution”);

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Merger Sub will merge with and into Churchill (the “Merger” and the effective time of the Merger, the “Effective Time”), pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo (the “Surviving Corporation”); and

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CorpAcq will redeem in full the outstanding preferred shares of £1.00 each in the capital of CorpAcq (the “CorpAcq Preferred Shares”) in accordance with the CorpAcq Articles (the “CorpAcq Preferred Redemption”).

The Business Combination is described in further detail under “The Merger Agreement.”

Following the closing of the Business Combination (the “Closing”), PubCo (PubCo from and after the Closing, the “Post-Combination Company”) will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries and the Surviving Corporation will be held directly or indirectly by BermudaCo. CorpAcq shareholders and holders of shares of Class A common stock, par value $0.0001 per share, of Churchill (“Churchill Class A Common Stock”) will hold voting, economic ordinary A1 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A1 Shares”), while the Sponsor will hold voting, non-economic class B shares, par value $0.000001 of the Post-Combination Company (“Post-Combination Company B Shares”). The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic Series B-1, Series B-2 and Series B-3 shares of BermudaCo (together, the “BermudaCo Redeemable Shares” each such BermudaCo Redeemable Share together with a Post-Combination Company B Share, an “Exchangeable Unit”). 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, the holder of BermudaCo Redeemable Shares will be entitled to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares.

In connection with the Closing, the CorpAcq shareholders will receive their pro rata portion of:

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an aggregate amount of cash (“Closing Seller Cash Consideration”), expected to be no greater than $256,000,000, calculated as:

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all available cash and cash equivalents of Churchill, including all amounts in the Trust Account (net of Churchill stockholder redemptions in connection with the Stockholder Special Meeting (“Churchill Stockholder Redemptions”)) and any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing including in connection with certain types of qualifying capital raising transactions; minus

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the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus

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any amounts necessary to implement the CorpAcq Preferred Redemption (the “CorpAcq Preferred Redemption Amount”); minus

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an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any (which amount will be delivered to the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives); minus

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99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

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Post-Combination Company Ordinary A1 Shares (the “Closing Seller Share Consideration”) and Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares (collectively, the “Earnout Shares”) as follows:

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an aggregate number of Post-Combination Company Ordinary A1 Shares, to be calculated based on a CorpAcq equity value of $803,822,000 minus the Closing Seller Cash Consideration and divided by $10.00;

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in the event cash and cash equivalents delivered by Churchill (including amounts in the Trust Account and certain amounts delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any qualifying capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing) (“Delivered Capital Amount”) is less than $592,000,000:

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additional Post-Combination Company Ordinary A1 Shares and ordinary A2 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A2 Shares”), each in a number equal to 6.25% of the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00; and

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ordinary A3 shares, par value $0.001 of the Post-Combination Company (“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”), equal to (i) 15,000,000 if the Delivered Capital Amount is less than $592,000,000 and (ii) 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00, as may be adjusted pursuant the Sponsor Agreement .

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an aggregate of 15,000,000 class C-2 shares in the Post-Combination Company (“Post-Combination Company Class C-2 Shares” and such consideration, the “Closing Seller Class C-2 Consideration”), each exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms applicable to the existing private placement warrants of Churchill.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

In connection with the Founder Equity Retirement and Founder Equity Contribution:

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the Sponsor will forfeit to Churchill for no consideration (i) 15,000,000 Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000 and in accordance with the Sponsor Agreement (“Retirement Founder Shares”) and (ii) 18,600,000 Churchill Private Placement Warrants;

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BermudaCo will issue to the Sponsor an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing;

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BermudaCo will create additional authorized share capital (or an agreed upon similar construct) equivalent to, or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

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concurrently with the Founder Share Contribution, 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 points, at a subscription price of $0.000001 per Post-Combination Company B Share (such aggregate amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”);

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group,

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including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq or its subsidiaries in the determination of Closing Seller Cash Consideration and the Minimum Cash Condition (as described below). Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of a Series B-1 share of BermudaCo together with a Post-Combination Company B Share, a Series B-2 share of BermudaCo together with a Post-Combination Company B Share and a Series B-3 share of BermudaCo together with a Post-Combination Company B Share. For additional detail on the Sponsor’s Exchangeable Units, see “The Business Combination — Impact of the Business Combination on Public Float” and “The Related Agreements.”

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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:

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each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares for which redemption rights have been exercised, that are held in treasury or that are owned by the CorpAcq Parties) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive one Post-Combination Company Ordinary A1 Share (such consideration, the “Churchill Class A Stockholder Consideration”);

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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 (as amended, the “Existing Warrant Agreement”) is approved and an independent valuation report pursuant to section 593 of the UK Companies Act 2006 (confirming that the non-cash consideration to be received by PubCo for the issuance of Post-Combination Company Class C Shares (as defined below) ( such valuation report, the “Valuation Report”) is not less than the amount to be treated as having been paid up on the Post-Combination Company Class C Shares) is obtained prior to the Effective Time:

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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 class C-1 share in the Post-Combination Company (a “Post-Combination Company Class C-1 Share,” and together with the Post-Combination Company Class C-2 Shares, the “Post-Combination Company Class C Shares”); and

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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;

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in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time:

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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 Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Public Warrants (“Post-Combination Company Public Warrants”); and

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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 entitling the holder thereof to acquire Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Private Placement Warrants (such warrants, the “Post-Combination Company Private Placement Warrants”).

At the Stockholder Special Meeting, Churchill stockholders will be asked to consider and vote upon 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-1 and Annex A-2, 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 (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes), a form of which is attached hereto as Annex C, which will become the Post-Combination Company’s articles of association (“Post-Combination Articles”) in connection with 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 (such amendment, the “Class C Warrant Amendment”) to the Existing Warrant Agreement (attached to this proxy statement/​prospectus as Annex F), a form of which Class C Warrant Amendment is attached to this proxy statement/​prospectus as Annex G 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 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. Churchill plans to transfer the listing of such securities to the Nasdaq Global Market and expects that the listing and trading of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants on the NYSE will end at Market close on February 2, 2024, and that trading will begin on the Nasdaq Global Market

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at market open on February 5, 2024 under the symbols “CVII,” “CVIIU” and “CVIIW,” respectively. PubCo has applied 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 Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB,” respectively (or “CPGRW” 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 Nasdaq Capital Market.

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 sold in Churchill’s initial public offering (the “Churchill IPO”) (whether they were purchased in the Churchill IPO 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.

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, including all amounts in the Trust Account (net of Churchill Stockholder Redemptions) and any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing including in connection with certain types of qualifying capital raising transactions minus (ii) the transaction expenses set forth in the Merger Agreement being no less than $350,000,000 (the “Minimum Cash Condition”). This condition to Closing is for the benefit of the CorpAcq Parties and may be waived by

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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.

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.

On January 19, 2024, Churchill filed a definitive proxy statement with the SEC relating to a separate special meeting of Churchill stockholders (the “Extension Special Meeting”) to be called for the purpose of approving an amendment to the Churchill Charter to extend the date by which Churchill must consummate an initial business combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Churchill Board) (such amendment, the “Extension”). The purpose of the Extension is to allow Churchill additional time to complete the transactions contemplated by the Merger Agreement, the Sponsor Agreement and the other transaction agreements, (the “Business Combination”). In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder (such amendment, the “Founder Share Amendment”). If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

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 72 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.

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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

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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 72 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[•].

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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.cstproxy.com/churchillcapitalvii/sm2024, on [•], 202[•] at [•]. 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 amended on December 26, 2023 and as it may be further 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”), 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”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of PubCo (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) 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-1 and Annex A-2, and approve, among other things the transactions contemplated by the Merger Agreement, that certain amended and restated sponsor agreement dated August 1, 2023 (as it may be amended from time to time, 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 (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes) 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

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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. 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.

In connection with the Business Combination, and pursuant to the Merger Agreement and the Sponsor Agreement, and subject to the terms and conditions contained therein:

•

PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sell and transfer of the Sellers’ ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (the “CorpAcq Sale”) and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held by CorpAcq shareholders that are not Sellers (the “Drag Sellers”) pursuant to the articles of association of CorpAcq (such articles, the “CorpAcq Articles” and such transfer, the “Drag Along Sale”). See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

•

the Sponsor will forfeit to Churchill for no consideration, certain of its shares of Class B common stock of Churchill, par value $0.0001 per share (“Churchill Class B Common Stock” or “Founder Shares”) and certain of its Churchill warrants, each exercisable at an exercise price of $11.50 for one share of Churchill Class A Common Stock (“Churchill Private Placement Warrants”), upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”); and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo (the “Founder Share Contribution”);

•

Merger Sub will merge with and into Churchill (the “Merger” and the effective time of the Merger, the “Effective Time”), pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo (the “Surviving Corporation”); and

•

CorpAcq will redeem in full the outstanding preferred shares of £1.00 each in the capital of CorpAcq (the “CorpAcq Preferred Shares”) in accordance with the CorpAcq Articles (the “CorpAcq Preferred Redemption”).

The Business Combination is described in further detail under “The Merger Agreement.”

Following the closing of the Business Combination (the “Closing”), PubCo (PubCo from and after the Closing, the “Post-Combination Company”) will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries and the Surviving Corporation will be held directly or indirectly by BermudaCo. CorpAcq shareholders and holders of shares of Class A common stock, par value $0.0001 per share, of Churchill (“Churchill Class A Common Stock”) will hold voting, economic ordinary A1 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A1 Shares”), while the Sponsor will hold voting, non-economic class B shares, par value $0.000001 of the Post-Combination Company (“Post-Combination Company B Shares”). The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic Series B-1, Series B-2 and Series B-3 shares of BermudaCo (together, the “BermudaCo Redeemable Shares”

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each such BermudaCo Redeemable Share together with a Post-Combination Company B Share, an “Exchangeable Unit”). 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, the holder of BermudaCo Redeemable Shares will be entitled to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares.

In connection with the Closing, the CorpAcq shareholders will receive their pro rata portion of:

•

an aggregate amount of cash (“Closing Seller Cash Consideration”), expected to be no greater than $256,000,000, calculated as:

•

all available cash and cash equivalents of Churchill, including all amounts in the Trust Account (net of Churchill stockholder redemptions in connection with the Stockholder Special Meeting (“Churchill Stockholder Redemptions”)) and any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing including in connection with certain types of qualifying capital raising transactions; minus

•

the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus

•

any amounts necessary to implement the CorpAcq Preferred Redemption (the “CorpAcq Preferred Redemption Amount”); minus

•

an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any (which amount will be delivered to the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives); minus

•

99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

•

Post-Combination Company Ordinary A1 Shares (the “Closing Seller Share Consideration”) and Post- Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares (collectively, the “Earnout Shares”) as follows:

•

an aggregate number of Post-Combination Company Ordinary A1 Shares, to be calculated based on a CorpAcq equity value of $803,822,000 minus the Closing Seller Cash Consideration and divided by $10.00;

•

in the event cash and cash equivalents delivered by Churchill (including amounts in the Trust Account and certain amounts delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any qualifying capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing) (“Delivered Capital Amount”) is less than $592,000,000:

•

additional Post-Combination Company Ordinary A1 Shares and ordinary A2 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A2 Shares”), each in a number equal to 6.25% of the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00; and

•

ordinary A3 shares, par value $0.001 of the Post-Combination Company (“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”), equal to (i) 15,000,000 if the Delivered Capital Amount is less than $592,000,000 and (ii) 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00, as may be adjusted pursuant the Sponsor Agreement.

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•

an aggregate of 15,000,000 class C-2 shares in the Post-Combination Company (“Post-Combination Company Class C-2 Shares” and such consideration, the “Closing Seller Class C-2 Consideration”), each exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms applicable to the existing private placement warrants of Churchill.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

In connection with the Founder Equity Retirement and Founder Equity Contribution:

•

the Sponsor will forfeit to Churchill for no consideration (i) 15,000,000 Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000 and in accordance with the Sponsor Agreement (“Retirement Founder Shares”) and (ii) 18,600,000 Churchill Private Placement Warrants;

•

BermudaCo will issue to the Sponsor an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing;

•

BermudaCo will create additional authorized share capital (or an agreed upon similar construct) equivalent to, or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

•

concurrently with the Founder Share Contribution, 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 points, at a subscription price of $0.000001 per Post-Combination Company B Share (such aggregate amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription”);

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq or its subsidiaries in the determination of Closing Seller Cash Consideration and the Minimum Cash Condition (as described in the accompanying proxy statement/prospectus). Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries that would impact the calculation of Closing Seller

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Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of a Series B-1 share of BermudaCo together with a Post-Combination Company B Share, a Series B-2 share of BermudaCo together with a Post-Combination Company B Share and a Series B-3 share of BermudaCo together with a Post-Combination Company B Share. For additional detail on the Sponsor’s Exchangeable Units, see “The Business Combination — Impact of the Business Combination on Public Float” and “The Related Agreements.”

•

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:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares for which redemption rights have been exercised, that are held in treasury or that are owned by the CorpAcq Parties) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive one Post-Combination Company Ordinary A1 Share (such consideration, the “Churchill Class A Stockholder Consideration”);

•

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 (as amended, the “Existing Warrant Agreement”) is approved and an independent valuation report pursuant to section 593 of the UK Companies Act 2006 (confirming that the non-cash consideration to be received by PubCo for the issuance of Post-Combination Company Class C Shares (as defined below) (such valuation report, the “Valuation Report”) is not less than the amount to be treated as having been paid up on the Post-Combination Company Class C Shares) is obtained prior to the Effective Time:

•

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 class C-1 share in the Post-Combination Company (a “Post-Combination Company Class C-1 Share,” and together with the Post-Combination Company Class C-2 Shares, the “Post-Combination Company Class C Shares”); and

•

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;

•

in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time:

•

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 Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Public Warrants (“Post-Combination Company Public Warrants”); and

•

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 entitling the holder thereof to acquire Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Private Placement Warrants (such warrants, the “Post-Combination Company Private Placement Warrants”).

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 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

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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[•]

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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.cstproxy.com/churchillcapitalvii/whm2024, on [•], 202[•] at [•]. 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.

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.

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

Thank you for your participation. The Churchill Board looks 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[•]

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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.

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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. 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.

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FINANCIAL STATEMENT PRESENTATION

Churchill Capital Corp VII

The historical financial statements of Churchill were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

CorpAcq Holdings Limited/Pro Forma Financial Statements Presentation

The historical financial statements of CorpAcq have been prepared in accordance with International Financing Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in its presentation currency of the British pound sterling (“GBP”). The historical financial statements of CorpAcq reflect the legal structure as of the date of the financial statements and does not reflect the contemplated future structure of PubCo. The unaudited pro forma condensed combined financial information reflects IFRS, the basis of accounting used by CorpAcq and what will be used by PubCo.

PubCo and Churchill have made rounding adjustments to some of the figures included in this proxy statement/prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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TABLE OF CONTENTS

​	Page
EXPLANATORY NOTE	​	i
LETTER TO STOCKHOLDERS AND WARRANT HOLDERS OF CHURCHILL CAPITAL CORP VII	​	vii
NOTICE OF STOCKHOLDER SPECIAL MEETING	​	xvi
NOTICE OF WARRANT HOLDER MEETING	​	xxii
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	​	43
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	70
RISK FACTORS	​	72
SPECIAL MEETING OF CHURCHILL STOCKHOLDERS	​	144
CHURCHILL PUBLIC WARRANT HOLDER MEETING	​	152
THE BUSINESS COMBINATION	​	156
THE MERGER AGREEMENT	​	200
RELATED AGREEMENTS	​	222
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	​	227
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS	​	240
INFORMATION RELATED TO CHURCHILL	​	243
CHURCHILL’S MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS	​	257
INFORMATION RELATED TO CORPACQ	​	263
CORPACQ’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	281
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	313
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	​	317
COMPARATIVE PER SHARE DATA	​	335
MANAGEMENT OF THE POST-COMBINATION COMPANY	​	338
BENEFICIAL OWNERSHIP OF SECURITIES	​	351
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	​	361
DESCRIPTION OF PUBCO’S SECURITIES	​	370
COMPARISON OF STOCKHOLDER RIGHTS	​	395
SHARES ELIGIBLE FOR FUTURE SALE	​	410
PRICE RANGE OF SECURITIES AND DIVIDENDS	​	413
STOCKHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	​	415
STOCKHOLDER PROPOSAL NO. 2 — THE GOVERNANCE PROPOSALS	​	416
STOCKHOLDER PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL	​	423
WARRANT HOLDER PROPOSAL NO. 1 — THE WARRANT AMENDMENT PROPOSAL	​	424
WARRANT HOLDER PROPOSAL NO. 2 — THE WARRANT HOLDER ADJOURNMENT PROPOSAL	​	426
ADDITIONAL INFORMATION	​	427
INDEX OF FINANCIAL STATEMENTS	​	F-1

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ANNEXES

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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 $0.000001 per share of BermudaCo.

“BermudaCo Series B-2 Shares” means the series B-2 ordinary shares, par value $0.000001 per share of BermudaCo.

“BermudaCo Series B-3 Shares” means the series B-3 ordinary shares, par value $0.000001 per share of BermudaCo.

“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.

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“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 the Extension Promissory Note, (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 August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), or any such extended date that may be approved pursuant to an amendment to the Churchill Charter.

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

“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.

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

“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.

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“Extension Promissory Note” means that certain non-interest bearing, unsecured promissory note issued by Churchill to Sponsor with a principal amount of up to $9,000,000.

“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 amended on December 26, 2023 and as it may be further amended from time to time), by and among Churchill, PubCo, CorpAcq, Merger Sub, BermudaCo and the other parties thereto, which is attached hereto as Annex A-1 and Annex A-2.

“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 2024 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.

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“NYSE” means the New York Stock Exchange.

“Omnibus Incentive Plan” means the CorpAcq Group Plc 2024 Omnibus Incentive Plan, the plan to be adopted by PubCo prior to the Closing, pursuant to which employees of the Post-Combination Company 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 from and after the Closing.

“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.

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“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 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.

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

“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.

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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.cstproxy.com/churchillcapitalvii/​sm2024, on [•], 202[•] at [•], 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.

The Warrant Holder Meeting will be held via live webcast at www.cstproxy.com/churchillcapitalvii/​whm2024, on [•], 202[•] at [•], 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.

Q:

Why am I receiving this proxy statement/prospectus?

A:

This proxy statement/prospectus relates to the that certain Agreement and Plan of Merger, dated August 1, 2023 (as amended on December 26, 2023 and as it may be further 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”), 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”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of PubCo (“BermudaCo,” and together with CorpAcq, PubCo and Merger Sub, the “CorpAcq Parties”) 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-1 and Annex A-2. Churchill encourages its stockholders to read the Merger Agreement in its entirety.

Pursuant to the transactions contemplated by the Merger Agreement, the Sponsor Agreement and the other transaction agreements, (the “Business Combination”):

•

PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sale and transfer of the Sellers’ ordinary shares of £0.001 each in the capital of CorpAcq (“CorpAcq Ordinary Shares”) to PubCo (the “CorpAcq Sale”) and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held by CorpAcq shareholders that are not Sellers (the “Drag Sellers”) pursuant to the articles of association of CorpAcq (such articles, the “CorpAcq Articles” and such transfer, the “Drag Along Sale”). See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

•

the Sponsor will forfeit to Churchill for no consideration certain of its shares of Class B common stock of Churchill, par value $0.0001 per share (“Churchill Class B Common Stock” or “Founder Shares”) and certain of its Churchill warrants, each exercisable at an exercise price of $11.50 for one share of Churchill Class A Common Stock (“Churchill Private Placement Warrants”), upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding (the “Founder Equity Retirement”) and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo (the “Founder Share Contribution”);

•

Merger Sub will merge with and into Churchill (the “Merger” and the effective time of the Merger, the “Effective Time”), pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a subsidiary of PubCo (the “Surviving Corporation”); and

14

•

CorpAcq will redeem in full the outstanding preferred shares of £1.00 each in the capital of CorpAcq (the “CorpAcq Preferred Shares”) in accordance with the CorpAcq Articles (the “CorpAcq Preferred Redemption”).

The Business Combination is described in further detail under “The Merger Agreement.” Churchill stockholders are being asked, among other things, to consider and vote upon a proposal to adopt the Merger Agreement, and approve the transactions contemplated by the Merger Agreement, the Sponsor Agreement and the other transaction agreements, (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.

On January 19, 2024, Churchill filed a definitive proxy statement with the SEC relating to a separate special meeting of Churchill stockholders (the “Extension Special Meeting”) to be called for the purpose of approving an amendment to the Churchill Charter to extend the date by which Churchill must consummate an initial business combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Churchill Board) (such amendment, the “Extension”). The purpose of the Extension is to allow Churchill additional time to complete the Business Combination. In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder (such amendment, the “Founder Share Amendment”). If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

You are not being asked to vote on the Extension or the Founder Share Amendment at this time.

Q:

What proposals are Churchill stockholders being asked to vote upon?

A:

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-1 and Annex A-2, and approve the Business Combination (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 (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes) 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

15

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”).

Q:

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

A:

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 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), Churchill will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to Churchill Public Stockholders.

Q:

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

A:

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 (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

•

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).

Q:

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

A:

Yes. The Warrant Amendment will only become effective if the Business Combination is completed. If

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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.

Q:

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

A:

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.

Q:

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

A:

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 Article that materially affect stockholder rights (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes). 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.”

Q:

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

A:

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.”

Q:

Why is Churchill proposing the Business Combination?

A:

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 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.

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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.”

Q:

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

A:

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.

Q:

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

A:

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.”

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Q:

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

A:

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.

Q:

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

A:

For the fiscal years ended December 31, 2022 and 2021, CorpAcq had total revenues of £633.2 million and £557.3 million, respectively, and a net loss of £1.6 million. 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, and a net loss of £465,000. As of June 30, 2023, CorpAcq’s total assets were £637.9 million and its total liabilities were £732.6 million.

In accordance with the £200 million Facility Agreement with Alcentra Limited (the “Alcentra Facility”), CorpAcq would have been required to make a balloon payment of £120.0 million on June 15, 2024. Based on CorpAcq’s other contractual commitments and cash forecasts, CorpAcq did not expect it would be able to make the balloon payment utilizing existing cash on hand and cash available from other undrawn bank facilities without refinancing the Alcentra Facility. As a result, CorpAcq’s Audited Annual Financial Statements indicate that there is material uncertainty that casts substantial doubt upon CorpAcq’s ability to continue as a going concern. The Audited Annual Financial Statements and Unaudited Interim Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to the issuance of the Audited Annual Financial Statements, on January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS Facility”) and a multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes,” and together with the UBS Facility, the “2024 Facilities”) for up to £300.0 million. Proceeds from the 2024 Facilities are being used to refinance CorpAcq’s existing £200.0 million Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and remaining available proceeds are expected to be used to support future acquisitions.

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.”

Q:

What is expected to happen in the Business Combination?

A:

In connection with the Business Combination, and pursuant to the Merger Agreement and the Sponsor Agreement, and subject to the terms and conditions contained therein:

•

PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sale and transfer of the Sellers’ CorpAcq Ordinary Shares to PubCo in the CorpAcq Sale and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held

19

by Drag Sellers in the Drag Along Sale. See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

•

the Sponsor will forfeit to Churchill for no consideration certain of its Founder Shares and certain of its Churchill Private Placement Warrants in the Founder Equity Retirement, upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo in the Founder Share Contribution;

•

Merger Sub will merge with and into Churchill in the Merger, pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become the Surviving Corporation and a subsidiary of PubCo; and

•

CorpAcq will redeem in full the outstanding CorpAcq Preferred Shares in the CorpAcq Preferred Redemption.

The Business Combination is described in further detail under “The Merger Agreement.”

Following the Closing, the Post-Combination Company will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries and the Surviving Corporation will be held directly or indirectly by BermudaCo. CorpAcq shareholders and holders of shares of Churchill Class A Common Stock will hold voting, economic Post-Combination Company Ordinary A1 Shares, while the Sponsor will hold voting, non-economic Post-Combination Company B Shares. The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic Series B-1, Series B-2 and Series B-3 shares of BermudaCo. Pursuant to the BermudaCo Bye-laws and an agreement to be entered into by BermudaCo and PubCo at the Closing (the “Back to Back Share Issuance Agreement”), the holder of BermudaCo Redeemable Shares will be entitled 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”).

In connection with the Closing, the CorpAcq shareholders will receive their pro rata portion of:

•

an aggregate amount of cash (“Closing Seller Cash Consideration”), expected to be no greater than $256,000,000, calculated as:

•

all available cash and cash equivalents of Churchill and its subsidiaries, including all amounts in the Trust Account (net of Churchill stockholder redemptions in connection with the Stockholder Special Meeting (“Churchill Stockholder Redemptions”)) and any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries as of the Closing including in connection with certain types of qualifying capital raising transactions (such amount, the “Available Cash Amount”), but calculated without giving effect to any cash or cash equivalents 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 (“Delayed Financing Amount”); minus

•

the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus

•

any amounts necessary to implement the CorpAcq Preferred Redemption (the “CorpAcq Preferred Redemption Amount”); minus

•

an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any, which amount will be delivered to the Post-Combination Company pursuant to the I/C CorpAcq Interest Loan for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives; minus

•

99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

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•

Post-Combination Company Ordinary A1 Shares (the “Closing Seller Share Consideration”) and Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares (collectively, the “Earnout Shares”) as follows:

•

an aggregate number of Post-Combination Company Ordinary A1 Shares, to be calculated based on a CorpAcq equity value of $803,822,000 minus the Closing Seller Cash Consideration and divided by $10.00;

•

in the event cash and cash equivalents delivered by Churchill (including amounts in the Trust Account and certain amounts delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any qualifying capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing) (“Delivered Capital Amount”) is less than $592,000,000:

•

additional Post-Combination Company Ordinary A1 Shares and ordinary A2 shares, par value $0.001 of the Post-Combination Company (“Post-Combination Company Ordinary A2 Shares”), each in a number equal to 6.25% of the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00; and

•

ordinary A3 shares, par value $0.001 of the Post-Combination Company (“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”), equal to (i) 15,000,000 if the Delivered Capital Amount is less than $592,000,000 and (ii) 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00, as may be adjusted pursuant the Sponsor Agreement.

•

an aggregate of 15,000,000 Post-Combination Company Class C-2 Shares (such consideration, the “Closing Seller Class C-2 Consideration”), each exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms applicable to the existing private placement warrants of Churchill.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

In connection with the Founder Equity Retirement and Founder Equity Contribution:

•

the Sponsor will forfeit to Churchill for no consideration (i) 15,000,000 Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000 and in accordance with the Sponsor Agreement (“Retirement Founder Shares”) and (ii) 18,600,000 Churchill Private Placement Warrants;

•

BermudaCo will issue to the Sponsor an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing;

21

•

BermudaCo will create additional authorized share capital (or an agreed upon similar construct) equivalent to or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

•

concurrently with the Founder Share Contribution, 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 points, at a subscription price of $0.000001 per Post-Combination Company B Share (such aggregate amount, the “B Share Subscription Amount” and such subscription, the “B Share Subscription ”);

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq or its subsidiaries in the determination of Closing Seller Cash Consideration and the Minimum Cash Condition. Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of:

•

a number of Exchangeable Units equal to (i) 50% multiplied by (ii) (1) the Exchangeable Units to be received by the Sponsor in connection with the Founder Share Contribution and the B Share Subscription minus (2) 4,697,750, each of which will consist of a Series B-2 share of BermudaCo (“BermudaCo Series B-2 Share”) together with a Post-Combination Company B Share (each such unit, a “Base Vesting Share);

•

4,697,750 Exchangeable Units will consist of a Series B-3 share of BermudaCo (“BermudaCo Series B-3 Share”) together with a Post-Combination Company B Share (the “Earn-Out Vesting Shares,” and together with the Base Vesting Shares, the “Vesting Shares”); and

•

the remaining Exchangeable Units will consist of a Series B-1 share of BermudaCo (“BermudaCo Series B-1 Share”) together with a Post-Combination Company B Share.

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be

22

entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares. For additional detail on the Sponsor’s Exchangeable Units, see “The Business Combination — Impact of the Business Combination on Public Float” and “The Related Agreements.”

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:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares for which redemption rights have been exercised, that are held in treasury or that are owned by the CorpAcq Parties) will be exchanged for, and the holders of such Churchill Class A Common Stock, shall be entitled to receive one Post-Combination Company Ordinary A1 Share (such consideration, the “ChurchillClass A Stockholder Consideration”);

•

in the event that the Warrant Amendment Proposal is approved and an independent valuation report pursuant to section 593 of the UK Companies Act 2006 (confirming that the non-cash consideration to be received by PubCo for the issuance of Post-Combination Company Class C Shares (as defined below) (such valuation report, the “Valuation Report”) is not less than the amount to be treated as having been paid up on the Post-Combination Company Class C Shares) is obtained prior to the Effective Time:

•

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

•

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;

•

in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time:

•

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 Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Public Warrants (“Post‑Combination Company Public Warrants”); and

•

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 entitling the holder thereof to acquire Post-Combination Company Ordinary A1 Shares on terms substantially similar to the terms of the Churchill Private Placement Warrants (such warrants, the “Post-Combination Company Private Placement Warrants”).

Although the Available Cash Amount will include any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries including in connection with any qualifying capital raising transactions, no such capital raising transactions are currently contemplated. As a result, the Available Cash Amount is anticipated to consist of the funds in the Trust Account (net of any Churchill Stockholder Redemptions). As of September 30, 2023, the balance of the Trust Account was approximately $605.9 million.

In connection with the Closing, the Available Cash Amount, including amounts in the Trust Account, will be applied as follows:

•

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 Class A Common Stock, par value $0.001 per share, of the Surviving Corporation held by the Post-Combination Company in exchange for an amount paid by the Surviving Corporation to the Post-Combination Company in cash equal to the market value of the shares of Churchill Class A

23

Common Stock so repurchased (the “Churchill Stock Repurchase”). Such funds will be used by the Post-Combination Company in connection with the Closing Seller Cash Consideration, the CorpAcq Preferred Redemption Amount and for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

•

to make to the Post-Combination Company, an intercompany loan (the “I/C Company Interest Loan”), at the Post-Combination Company’s request in an amount necessary to allow the Post-Combination Company to pay all or any portion of (i) the Closing Seller Cash Consideration to the CorpAcq shareholders, (ii) CorpAcq Preferred Redemption Amount, and (iii) CorpAcq transaction expenses; and

•

to make to CorpAcq, an intercompany loan (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 cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq) and (ii) any remaining Available Cash 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. Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives.

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

Q:

What conditions must be satisfied to complete the Business Combination?

A:

The Closing is subject to a number of conditions which must be satisfied (or if legally permitted, waived), including the Minimum Cash Condition and the receipt of certain regulatory approvals or occurrence of certain regulatory actions.

The Closing is subject to the requirement that the Available Cash Amount minus Transaction Expenses (and disregarding any Delayed Financing Amount) is no less than $350,000,000 (the “Minimum Cash Condition”). In addition, the Closing is subject to the following regulatory approvals or action, among others: (i) the approval by Churchill Stockholders of the Business Combination Proposal, (ii) the SEC’s review of this proxy statement/prospectus, (ii) the Financial Conduct Authority approval, (iii) confirmation shall have been received from the UK Takeover Panel that none of the transactions constituting the Business Combination will give rise to an obligation on any person to make a mandatory offer for the shares in PubCo under Rule 9 of the UK Takeover Code and (iv) the expiration or termination of any applicable waiting period (and any extension thereof, or any applicable timing agreements, understandings or commitments) under the HSR Act in connection with the Merger.

For a summary of all conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Merger Agreement — Conditions to Closing.” See also “Risk Factors — Risks Related to Churchill and the Business Combination — The Closing is subject to a number of conditions, including regulatory approvals, and, if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be consummated.”

Q:

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

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. Other than such refinancing, there are currently no other planned capital raising transactions.

Additionally, pursuant to the Sponsor Agreement, 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

24

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.

The amount of any Additional Subscription will be dependent on the number of Churchill Stockholder Redemptions. The Sponsor currently estimates that it will not need to raise any funds in an Additional Subscription in order to satisfy the Minimum Cash Condition. However, in the event that more than 31,189,060 shares of Churchill Class A Common Stock are redeemed, as described above, the Sponsor will consummate the Additional Subscription in order to satisfy the Minimum Cash Condition, up to a maximum of $50,000,000 in the aggregate.

In addition, pursuant to the Merger Agreement and the Sponsor Agreement, the Retirement Founder Shares, BermudaCo Redeemable Shares, Closing Seller Cash Consideration, Closing Seller Share Consideration and the Earnout Shares will be determined based on the Delivered Capital Amount, which includes cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with certain qualifying capital raising transactions (whether debt, equity or otherwise) consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing.

Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) the Available Cash Amount. The 2024 Facilities are different from the Additional Subscription. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

CorpAcq intends to use the use of proceeds from both the Additional Subscription and the Delivered Capital Amount for general corporate purposes, including to ensure there is sufficient cash on CorpAcq's balance sheet to support its overall business strategy and acquisition objectives.

Q:

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

A:

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.

Q:

Who will be on the Post-Combination Company Board?

A:

Upon the Closing, it is anticipated that the Post-Combination Company Board will be composed of one director in Class I (expected to be David Martin), two directors in Class II (expected to be Stephen Murphy and Stuart Kissen) and two directors in Class III (expected to be Simon Orange and Michael Klein). 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

25

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.

Q:

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

A:

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.

Q:

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?

A:

It is anticipated that, upon consummation of the Business Combination and assuming (1) the No Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 43.5% 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 6.1% (or, when including the BermudaCo Series B-2 Shares, 12.2%) and voting interest of approximately 13.8% 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 44.4% (or, including the Post-Combination Company Ordinary A2 Shares, 44.4%) and voting interest of approximately 48.0% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the $500 Million in Trust Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 36.1% and a voting interest of approximately 31.4% 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, including the BermudaCo Series B-2 Shares, 11.3%) 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 52.6% (or, including the Post-Combination Company Ordinary A2 Shares, 52.6%) and voting ownership interest of approximately 55.6% of the Post- Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the Contractual Maximum Redemption Scenario and (2) that the Post-Combination Company Ordinary

26

A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 22.0% and a voting interest of approximately 18.9% 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 5.1% (or, including the BermudaCo Series B-2 Shares, 10.3%) and voting interest of approximately 12.1% 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 66.8% (or, including the Post-Combination Company Ordinary A2 Shares, 67.8%) and voting ownership interest of approximately 68.9% of the Post-Combination Company.

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.”

Q:

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?

A:

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, $[•] per share or $[•] per share, assuming the No Redemption Scenario, the $500 Million in Trust 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) the approximately $[•] per share, $[•] per share or $[•] per share, assuming the No Redemption Scenario, $500 Million in Trust 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, $500 million or $280 million, assuming the No Redemption Scenario, the $500 Million in Trust 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, 47.8 million or 26.8 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, the $500 Million in Trust Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, plus (ii) (x) an aggregate of approximately 8.1 million, 7.5 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, the $500 Million in Trust 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 21.0 million, 19.7 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, the $500 Million in Trust Redemption Scenario and the Contractual Maximum Redemption Scenario, respectively, in each case, including Founder Shares that convert into unvested securities in the Business Combination.

27

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, the $500 Million in Trust 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).

​	No Redemption Scenario(1)			$500 Million in Trust Redemption Scenario(2)			Contractual Maximum Redemption Scenario(3)
​	(millions of dollars or shares, unless per share numbers or otherwise indicated; totals may not add due to rounding)
Trust Account	​	$	606	​	$	500	​	$	280
Churchill Transaction Expenses (excluding deferred underwriting commissions)(4)	​	$	25.2	​	$	25.2	​	$	25.2
Estimated deferred underwriting commissions(5)	​	$	14.0	​	$	14.0	​	$	14.0
Churchill Transaction Expenses(6)	​	$	39.2	​	$	39.2	​	$	39.2
Other Expenses	​	$	19.7	​	$	19.7	​	$	19.7
Net cash proceeds to Post-Combination Company	​	$	547	​	$	441	​	$	221
Total Churchill Warrants	​	​	41.6	​	​	41.6	​	​	41.6
Trading price per Churchill Public Warrant (as of record date)	​	$	[•]	​	$	[•]	​	$	[•]
Shares of Churchill Class A Common Stock	​	​	58.0	​	​	47.8	​	​	26.8
Founder Shares (excluding Founder Shares that convert into unvested securities in the Business Combination)	​	​	8.1	​	​	7.5	​	​	6.3
Net cash per share	​	$	[•]	​	$	[•]	​	$	[•]
Founder Shares (including Founder Shares that convert into unvested securities in the Business Combination)(7)	​	​	21.0	​	​	19.7	​	​	17.2
Net cash per share	​	$	[•]	​	$	[•]	​	$	[•]

(1)

The No Redemption Scenario assumes that (i) no shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders in connection with the Stockholder Special Meeting, (ii) it is based on the amount of $606,247,892 in the Trust Account as of August 31, 2023, and (iii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(2)

The $500 Million in Trust Redemption Scenario assumes (i) approximately 10,167,598 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, represents the number of shares of Churchill Class A Common Stock redeemed to result in remaining funds in the Trust Account of $500,000,000, and (ii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(3)

The Contractual Maximum Redemption Scenario assumes (i) approximately 31,189,060 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, (ii) no additional cash or cash equivalents are delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the

28

Closing, and (iii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(4)

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

(5)

Aggregate amount of deferred underwriting commissions that Churchill estimates as of August 31, 2023 will be payable at the time of Closing (after taking into account amounts estimated to be waived by underwriters in the Churchill IPO). As of the date of this proxy statement/prospectus, BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (collectively, the “Waiving Underwriters”) have waived any claim to deferred underwriting fees payable pursuant to that certain Underwriting Agreement, dated as of February 11, 2021, by and among Churchill and Citigroup Global Markets Inc., as representative of the underwriters (the “Underwriting Agreement”) in connection with certain underwriting services performed in connection with the Churchill IPO, which would result in a total of $48,300,000 in deferred underwriting fees being payable upon the consummation of an initial business combination. As of the date of this proxy statement/prospectus, the Waiving Underwriters have waived any claim to deferred underwriting fees equal to an amount of $30,368,625 (“Waived Amount”) that would otherwise be payable pursuant to the Underwriting Agreement in connection with the Waiving Underwriter’s underwriting services in connection with the Churchill IPO. Please see the sections entitled “The Business Combination — Waiving Underwriters” and “The Business Combination — Sources & Uses for the Business Combination”.

(6)

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

(7)

Includes 4,697,750 Founder Shares under all scenarios that will be exchanged at the Closing for unvested Earnout Vesting Shares, the BermudaCo Series B-3 Share of which will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Also includes 7,401,125 Founder Shares under the No Redemption Scenario, 6,826,125 Founder Shares under the $500 Million in Trust 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, the BermudaCo Series B-2 Share of which will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement.

Q:

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

A:

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.

In the event that a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders”) of Churchill Class A Common Stock exercises its right to have its Churchill Class A Common Stock redeemed pursuant to the redemption provisions described in the Churchill Charter, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such stock pursuant to Section 302 of the Code or whether the holder will be treated as receiving a corporate distribution. Whether that redemption qualifies for sale treatment will depend largely on the total number of Churchill Class A Common Stock treated as held by the U.S. holder (including any stock constructively owned by such holder) relative to all of the Churchill Class A Common Stock both before and after the redemption and the Business Combination. The redemption of stock is generally expected to be treated as a sale of the stock (rather than as a corporate distribution) if (i) the redemption is “substantially disproportionate” with respect to the US holder, (ii) results in a “complete termination” of such holder’s interest in Churchill or (iii) is “not essentially equivalent to a dividend” with respect to such holder and which will depend on the

29

particular facts and circumstances of such holder. These tests are explained in further detail in the section titled “Material U.S. Federal Income Tax Considerations”.

In the event that a U.S. holder of Churchill Class A Common Stock does not exercise its right to have its Churchill Class A Common Stock redeemed pursuant to the redemption provisions described in the Churchill Charter, the exchange of Churchill Class A Common Stock for Post-Combination Company Securities pursuant to the Business Combination is expected to be taxable for U.S. holders pursuant to Section 367(a) of the Code. Section 367(a) of the Code and the Treasury Regulations promulgated thereunder generally require a U.S. holder of stock or securities in a U.S. corporation to recognize gain (but not loss) when such stock or securities are exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment, unless certain conditions are met, which are described in further detail in the section titled “Material U.S. Federal Income Tax Considerations”. The U.S. federal income tax consequences of the Business Combination to non-U.S. holders who do not exercise their right to have their Churchill Class A Common Stock redeemed pursuant to the redemption provisions described in the Churchill Charter generally will correspond to the U.S. federal income tax consequences for U.S. holders, except that Section 367(a) of the Code will not apply to any non-U.S. holder. Specifically, as the Merger, taken together with other transactions, is expected to qualify under Section 351 of the Code, non-U.S. holders should not recognize any gain or loss on their exchange of Churchill Class A Common Stock for Post-Combination Company Securities (and on account of an exchange of Churchill Warrants for Post-Combination Company Class C Shares to the extent the Post-Combination Company Class C Shares are treated as stock for U.S. federal income tax purposes). 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

Q:

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

A:

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.

Q:

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?

A:

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.

Q:

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

A:

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

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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 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.

Q:

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

A:

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.

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Q:

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

A:

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.

Q:

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

A:

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.

Q:

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

A:

The Sponsor, certain members of the Churchill Board and Churchill’s officers may have interests in the

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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.”

Q:

Do I have redemption rights?

A:

If you are a Churchill Public Stockholder, you may elect to redeem all or a portion of 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 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 also 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.

If the Extension is approved by Churchill stockholders at the Extension Special Meeting, Churchill stockholders may redeem all or a portion of their shares of Churchill Class A Common Stock in connection with the Extension. If Churchill stockholders do not approve the Extension, or if Churchill does not implement the Extension, it will not redeem any Public Shares submitted for redemption in connection with the Extension Special Meeting.

Q:

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

A:

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.

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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.

Q:

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

A:

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.

Q:

Are there other redemption thresholds that affect the Business Combination?

A:

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 Churchill Stockholder 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.

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 Amount is less than or greater than $592,000,000, respectively. The Delivered Capital Amount will be determined with respect to the Trust Account balance (net of Churchill Stockholder 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 Amount is less than $592,000,000. 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 Churchill Stockholder Redemptions) and as a result, each redemption of Churchill Class A Common Stock will reduce the Closing Seller Cash Consideration. Further, the number of Post-Combination Company Ordinary A1 Shares and Post-Combination Company Ordinary A2 Shares to be issued will be determined with respect to the Delivered Capital Amount, which will be subject to increase in the event the Delivered Capital Amount is less than $592,000,000, while the number of Post-Combination Company Ordinary A3 Shares to be issued will be subject to increase or decrease based on the Delivered Capital Amount, whether less than or greater than $592,000,000. Each redemption of Churchill Class A Common Stock will increase the probability that the Delivered Capital Amount is less than $592,000,000. As a result, each redemption of Churchill Class A Common Stock would, subject to certain limitations set forth in the Merger Agreement, increase the number of Post-Combination Company Ordinary A1 Shares, Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares issued as Closing Seller Share Consideration or Earnout Shares. See the section titled “The Merger Agreement — Consideration.”

Q:

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

A:

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

34

stockholders, potentially less cash and the potential inability of Churchill or the Post-Combination Company to meet the listing standards of the Nasdaq Capital Market or another national securities exchange.

Q:

How do I exercise my redemption rights?

A:

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.

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.

Q:

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

A:

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

35

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.

Q:

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

A:

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

Q:

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

A:

If the Business Combination is consummated, the funds held in the Trust Account, together with any other funds that constitute the Available Cash Amount 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 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 in the Churchill Stock Repurchase. Such funds will be used by the Post-Combination Company in connection with the Closing Seller Cash Consideration, the CorpAcq Preferred Redemption Amount and for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

•

to make to the Post-Combination Company, the I/C Company Interest Loan (as defined in the section titled “The Merger Agreement”), at the Post-Combination Company’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

•

to make to CorpAcq, the I/C CorpAcq Interest Loan to the extent necessary to fund all or any portion of an amount equal to (i) $128,600,000 less the cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq or any affiliate thereof, and (ii) any remaining Available Cash Amount less transaction expenses, the CorpAcq Preferred Redemption Amount, the Closing Seller Cash Consideration and the amount in (i) above (if any), held by the Surviving Corporation at such time. Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives.

Q:

What happens if the Business Combination is not consummated?

A:

If Churchill fails to complete an initial business combination by February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), 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

36

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 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), there will be no redemption rights or liquidating distributions with respect to outstanding Churchill Warrants, which will expire worthless unless Churchill further amends the Churchill Charter and amend certain other agreements into which Churchill has entered to extend the life of Churchill.

Subject to its terms, the Merger Agreement may be terminated by CorpAcq and/or Churchill in the following circumstances:

•

by written consent of CorpAcq and Churchill;

•

by CorpAcq or Churchill, with the subsequent agreement of the other party, if the SEC has not declared the Form F-4 effective under the Securities Act on or prior to December 15, 2023;

•

by written notice from either CorpAcq or Churchill to the other if the Business Combination Proposal is not approved at the Stockholder Special Meeting (subject to any adjournment, postponement or recess of the meeting); provided, that the right to terminate the Merger Agreement shall not be available to Churchill if, at the time of such termination, Churchill is in breach of certain obligations under the Merger Agreement with respect to the Stockholder Special Meeting.

•

fifteen business days following the Stockholder Special Meeting, but prior to the Closing, by written notice to Churchill from CorpAcq if the Churchill Stockholder Redemption results in the Minimum Cash Condition becoming incapable of being satisfied at Closing;

•

by written notice to Churchill from CorpAcq if:

•

in the event of a Terminating Churchill Breach (as defined in the section titled “The Merger Agreement”), except that, if any such Terminating Churchill Breach is curable by Churchill through the exercise of its reasonable best efforts, then such termination shall not be effective during the Churchill Cure Period (as defined in the section titled “The Merger Agreement”), and such termination shall become effective only if the Terminating Churchill Breach is not cured within Churchill Cure Period,

•

the Closing has not occurred on or before February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented; or

•

the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

•

by written notice to CorpAcq from Churchill if:

•

in the event of a Terminating CorpAcq Breach except that, if such Terminating CorpAcq Breach (as defined in the section titled “The Merger Agreement”) is curable by CorpAcq through the exercise of its reasonable best efforts, then such termination shall not be effective during the CorpAcq Cure Period (as defined in the section titled “The Merger Agreement”), and such termination shall become effective only if the Terminating CorpAcq Breach is not cured within the CorpAcq Cure Period;

•

the Closing has not occurred on or before February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented;

•

the audited financial statements (including consolidated balance sheets and consolidated statements of income, shareholders’ equity and cash flows), of CorpAcq as at and for the years ended December 31, 2022 and December 31, 2021, in each case, prepared in accordance with IFRS and Regulation S-X and audited in accordance with the auditing standards of the PCAOB, have not been delivered to Churchill in accordance with the Merger Agreement on or prior to September 30, 2023;

37

•

the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

See “The Merger Agreement — Termination.”

Q:

When do you expect the Business Combination to be completed?

A:

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.

Q:

What else do I need to do now?

A:

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.

Q:

How do I vote my shares of Churchill Common Stock?

A:

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 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.”

Q:

How do I vote my Churchill Public Warrants?

A:

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

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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.”

Q:

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?

A:

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.

Q:

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

A:

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

39

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.

Q:

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?

A:

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

Q:

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

A:

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.

Q:

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?

A:

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.

Q:

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

A:

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

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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.

Q:

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

A:

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.

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.

Q:

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

A:

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.

Q:

Who can help answer my questions?

A:

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

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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 regarding the certification of your position or delivery of your Churchill Class A Common Stock, please contact the Transfer Agent:

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

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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-1 and Annex A-2 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 after the consummation of the Business Combination is referred to herein as the “Post-Combination Company”.

PubCo has applied 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 Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB,” respectively (or “CPGRW” 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.

BermudaCo

Polaris Bermuda Limited is an exempted company limited by shares incorporated under the laws of Bermuda and a direct, wholly owned subsidiary of PubCo that was incorporated on August 1, 2023, to facilitate the consummation of the Business Combination. On September 19, 2023, BermudaCo became a party to the Merger Agreement.

Following the Closing, the Post-Combination Company will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries will be held directly or indirectly by BermudaCo, and the Surviving Corporation will be held directly by BermudaCo. CorpAcq shareholders and holders of shares

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of Churchill Class A Common Stock will hold Post-Combination Company Ordinary A1 Shares, while the Sponsor will hold voting, non-economic Post-Combination Company B Shares. The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic BermudaCo Redeemable Shares.

The registered address of BermudaCo is Walkers Corporate (Bermuda) Limited, Park Place, 55 Par-la-Ville Road, Hamilton, HM 11 Bermuda.

Merger Sub

NorthSky Merger Sub, Inc. is 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.

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. Churchill plans to transfer the listing of such securities to the Nasdaq Global Market and expects that the listing and trading of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants on the NYSE will end at market close on February 2, 2024, and that trading will begin on the Nasdaq Global Market at market open on February 5, 2024 under the symbols “CVII,” “CVIIU” and “CVIIW,” 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 Sellers. Concurrently with the entry into the Merger Agreement, the Churchill Initial Stockholders, Churchill and PubCo entered into the Sponsor Agreement. On September 19, 2023, BermudaCo became a party to the Merger Agreement. On December 26, 2023, Churchill, the CorpAcq Parties and the Sellers amended the Merger Agreement in connection with the Extension.

In connection with the Business Combination, and pursuant to the Merger Agreement and the Sponsor Agreement, and subject to the terms and conditions contained therein:

•

PubCo will acquire 100% of the outstanding equity interests in CorpAcq from the shareholders of CorpAcq through: (i) the sale and transfer of the Sellers’ CorpAcq Ordinary Shares to PubCo in the CorpAcq Sale and, if necessary, (ii) the transfer of any remaining CorpAcq Ordinary Shares held by Drag Sellers in the Drag Along Sale. See “The Merger Agreement — CorpAcq Sale” and “The Merger Agreement — Drag Along Sale”;

•

the Sponsor will forfeit to Churchill for no consideration certain of its Founder Shares and certain of its Churchill Private Placement Warrants in the Founder Equity Retirement, upon which such Founder Shares and Churchill Private Placement Warrants shall be retired, canceled and no longer outstanding and the Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo in the Founder Share Contribution;

•

Merger Sub will merge with and into Churchill in the Merger, pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become the Surviving Corporation and a subsidiary of PubCo; and

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•

CorpAcq will redeem in full the outstanding CorpAcq Preferred Shares in the CorpAcq Preferred Redemption.

The Business Combination is described in further detail under “The Merger Agreement.”

Following the Closing, the Post-Combination Company will be organized in an “Up-C” structure in which the business of CorpAcq and its subsidiaries and the Surviving Corporation will be held directly or indirectly by BermudaCo. CorpAcq shareholders and holders of shares of Churchill Class A Common Stock will hold voting, economic Post-Combination Company Ordinary A1 Shares, while the Sponsor will hold voting, non-economic Post-Combination Company B Shares. The Post-Combination Company will own all of the voting economic Class A shares of BermudaCo and the Sponsor will own all of the non-voting economic Series B-1, Series B-2 and Series B-3 shares of BermudaCo. Pursuant to the BermudaCo Bye-laws and the Back to Back Share Issuance Agreement, the holder of BermudaCo Redeemable Shares will be entitled to cause BermudaCo to exchange such BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Post-Combination Company Ordinary A1 Shares.

In connection with the Closing, the CorpAcq shareholders will receive their pro rata portion of:

•

an aggregate amount of cash (“Closing Seller Cash Consideration”), expected to be no greater than $256,000,000, calculated as:

•

the Available Cash Amount but calculated without giving effect to the Delayed Financing Amount; minus

•

the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement); minus

•

the CorpAcq Preferred Redemption Amount; minus

•

an amount equal to $128,600,000 minus cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any, which amount will be delivered to the Post-Combination Company pursuant to the I/C CorpAcq Interest Loan for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives; minus

•

99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

•

the Closing Seller Share Consideration and the Earnout Shares, as follows:

•

an aggregate number of Post-Combination Company Ordinary A1 Shares, to be calculated based on a CorpAcq equity value of $803,822,000 minus the Closing Seller Cash Consideration and divided by $10.00;

•

in the event the Delivered Capital Amount is less than $592,000,000:

•

additional Post-Combination Company Ordinary A1 Shares and Post-Combination Company Ordinary A2 Shares, each in a number equal to 6.25% of the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00; and

•

Post-Combination Company Ordinary A3 Shares, equal to (i) 15,000,000 if the Delivered Capital Amount is less than $592,000,000 and (ii) 15,000,000 minus a number of shares (rounded down to the nearest whole share) equal to the shortfall of the Delivered Capital Amount from $592,000,000 divided by $10.00, as may be adjusted pursuant the Sponsor Agreement .

•

Closing Seller Class C-2 Consideration consisting of an aggregate of 15,000,000 Post-Combination Company Class C-2 Shares each exercisable for Post-Combination Company Ordinary A1 Shares and subject to substantially the same terms applicable to the existing private placement warrants of Churchill.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the

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Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

In connection with the Founder Equity Retirement and Founder Equity Contribution:

•

the Sponsor will forfeit to Churchill for no consideration (i) the Retirement Founder Shares, being 15,000,000 Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000 and in accordance with the Sponsor Agreement and (ii) 18,600,000 Churchill Private Placement Warrants;

•

BermudaCo will issue to the Sponsor an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing;

•

BermudaCo will create additional authorized share capital (or an agreed upon similar construct) equivalent to, or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

•

concurrently with the Founder Share Contribution, and 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 points, at a subscription price of $0.000001 per Post-Combination Company B Share;

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) the Available Cash Amount. Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of:

•

a number of Exchangeable Units equal to (i) 50% multiplied by (ii) (1) the Exchangeable Units to be received by the Sponsor in connection with the Founder Share Contribution and the B Share Subscription minus (2) 4,697,750, each of which will be Base Vesting Shares, and each consist of a BermudaCo Series B-2 Share together with a Post-Combination Company B Share;

•

4,697,750 Exchangeable Units will be Earn-Out Vesting Shares and each consist of a BermudaCo Series B-3 Share together with a Post-Combination Company B Share; and

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•

the remaining Exchangeable Units will consist of a BermudaCo Series B-1 Share together with a Post-Combination Company B Share.

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares. For additional detail on the Sponsor’s Exchangeable Units, see “The Business Combination — Impact of the Business Combination on Public Float” and “The Related Agreements.”

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:

•

each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares for which redemption rights have been exercised, that are held in treasury or that are owned by the CorpAcq Parties) will be exchanged for, and the holders of such Churchill Class A Common Stock shall be entitled to receive one Post-Combination Company Ordinary A1 Share;

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in the event that the Warrant Amendment Proposal is approved and a Valuation Report is obtained prior to the Effective Time:

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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

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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;

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in the event that either the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time:

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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; and

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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.

Although the Available Cash Amount will include any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries including in connection with any qualifying capital raising transactions, no such capital raising transactions are currently contemplated. As a result, the Available Cash Amount is anticipated to consist of the funds in the Trust Account (net of any Churchill Stockholder Redemptions). As of September 30, 2023, the balance of the Trust Account was approximately $605.9 million.

In connection with the Closing, the Available Cash Amount, including amounts in the Trust Account, will be applied as follows:

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•

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;

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to repurchase all shares (other than one share or such other number as the parties may agree) of Class A Common Stock, par value $0.001 per share, of the Surviving Corporation held by the Post-Combination Company in exchange for an amount paid by the Surviving Corporation to the Post-Combination Company in cash equal to the market value of the shares of Churchill Class A Common Stock so repurchased in the Churchill Stock Repurchase. Such funds will be used by the Post-Combination Company in connection with the Closing Seller Cash Consideration, the CorpAcq Preferred Redemption Amount and for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

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to make to the Post-Combination Company, the I/C Company Interest Loan, at the Post-Combination Company’s request in an amount necessary to allow the Post-Combination Company to pay all or any portion of (i) the Closing Seller Cash Consideration to the CorpAcq shareholders, (ii) CorpAcq Preferred Redemption Amount, and (iii) CorpAcq transaction expenses; and

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to make to CorpAcq, the I/C CorpAcq Interest Loan to the extent necessary to fund all or any portion of an amount equal to (i) $128,600,000 less the cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq) and (ii) any remaining Available Cash Amount less transaction expenses, the CorpAcq Preferred Redemption Amount, the Closing Seller Cash Consideration and the amount in (i) above (if any), held by the Surviving Corporation at such time. Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives.

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

Impact of the Business Combination on Public Float

It is anticipated that, upon consummation of the Business Combination and assuming (1) the No Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)   Churchill Public Stockholders will have an economic interest of approximately 43.5% 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 6.1% (or, when including the BermudaCo Series B-2 Shares, 12.2%) and voting interest of approximately 13.8% 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 44.4% (or, including the Post-Combination Company Ordinary A2 Shares, 44.4%) and voting interest of approximately 48.0% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the $500 Million in Trust Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)   Churchill Public Stockholders will have an economic interest of approximately 36.1% and a voting interest of approximately 31.4% of the Post-Combination Company by virtue of their ownership of Churchill Class A Common Stock;

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(ii)   The Sponsor will have an economic interest (inclusive of its economic interests in BermudaCo) of approximately 5.6% (or, including the BermudaCo Series B-2 Shares, 11.3%) 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 52.6% (or, including the Post-Combination Company Ordinary A2 Shares, 52.6%) and voting ownership interest of approximately 55.6% of the Post- Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the Contractual Maximum Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)   Churchill Public Stockholders will have an economic interest of approximately 22.0% and a voting interest of approximately 18.9% 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 5.1% (or, including the BermudaCo Series B-2 Shares, 10.3%) and voting interest of approximately 12.1% 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 66.8% (or, including the Post-Combination Company Ordinary A2 Shares, 67.8%) and voting ownership interest of approximately 68.9% of the Post- Combination Company.

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.”

Organizational Structures

The following diagrams use the below legend to illustrate entity type, jurisdiction of formation, and ownership:

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The following diagram illustrates the current ownership structure of CorpAcq.

The following diagram illustrates the current ownership structure of Churchill.

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The following diagram illustrates the ownership structure of the Post-Combination Company following the Business Combination, 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.

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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:

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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.

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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.

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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.

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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

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attractive industry trends in the United Kingdom with exposure to favorable end-markets, providing an opportunity for organic growth to outperform UK GDP.

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“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.

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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.

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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.

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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.

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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”.

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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.

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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.

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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.

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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

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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.

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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.

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Independent Director Role.   The Churchill Board is comprised of a majority of independent directors based on NYSE’s and the Nasdaq Global Market’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:

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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, as well as risks related to CorpAcq’s business, including its exposure to general economic conditions in the United Kingdom and the impact of Brexit and CorpAcq’s longer-term strategy to mitigate such risks.

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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.

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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.

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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.

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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.

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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.

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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).

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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.

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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:

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•

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.cstproxy.com/churchillcapitalvii/​sm2024, on [•], 202[•], at [•], 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.

Proposals at the Stockholder Special Meeting

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

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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);

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•

Governance Proposal — To consider and act upon, on a non-binding advisory basis, separate proposals with respect to certain governance provisions (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes) 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

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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”).

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

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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.cstproxy.com/churchillcapitalvii/​whm2024, on [•], 202[•] at [•], 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:

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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

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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

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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

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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 for the Stockholder Special Meeting;

•

the fact that the Sponsor will receive, in the Founder Equity Contribution and the B Share Subscription (and after forfeiture of the Retirement Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000), the following Exchangeable Units:

​	No Redemption Scenario		$500 Million in Trust Redemption Scenario		Contractual Maximum Redemption Scenario
​	(millions of shares)
Exchangeable Units consisting of BermudaCo Series B-1 Share and Post-Combination Company B Share	​	8.1	​	7.5	​	6.3
Base Vesting Shares consisting of BermudaCo Series B-2 Share and Post-Combination Company B Share(1)	​	8.1	​	7.5	​	6.3
Earn-Out Vesting Shares consisting of BermudaCo Series B-3 Share and Post-Combination Company B Share(2)	​	4.7	​	4.7	​	4.7
Total Exchangeable Units	​	21.0	​	19.7	​	17.2

(1)

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the

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closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

(2)

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares.

Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Churchill Units, the Sponsor and its affiliates may earn a significant positive rate of return on their investment from their Exchangeable Units 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;

•

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 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

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•

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 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);

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•

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;

•

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 director to be selected by Churchill in its absolute and sole discretion and one 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 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

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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 the Extension 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 Extension 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.

In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval for the Founder Share Amendment to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder. If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

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.

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
Stephen Murphy	60	Director

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Listing of Securities

Listing of the Post-Combination Company Ordinary A1 Shares or the Post-Combination Company Class C-1 Shares on Nasdaq Capital Market

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 has applied 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 Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB,” respectively (or “CPGRW” 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 Nasdaq Capital Market.

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. Churchill plans to transfer the listing of such securities to the Nasdaq Global Market and expects that the listing and trading of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants on the NYSE will end at market close on February 2, 2024, and that trading will begin on the Nasdaq Global Market at market open on February 5, 2024 under the symbols “CVII,” “CVIIU” and “CVIIW,” 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 the Nasdaq Global Market, 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

•

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 the Nasdaq Capital Market by virtue of being a foreign private issuer.

Furthermore, the Nasdaq Capital Market 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.

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PubCo will rely on these accommodations in the Nasdaq Capital Market 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 the Nasdaq Capital Market’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:

•

CorpAcq’s existing shareholders will have the greatest voting interest in the Post-Combination Company under the Contractual Maximum Redemption Scenario with approximately 68.9% 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

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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.

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.

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•

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. In addition, CorpAcq’s audited financial statements for the fiscal year ended December 31, 2022 include an opinion from CorpAcq’s auditors regarding the substantial doubt about CorpAcq’s ability to continue as a going concern, due to obligations under CorpAcq’s existing credit facility.

•

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.

•

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

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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.

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

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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.

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Risks Related to Tax

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

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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.

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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.

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The transfer of Post-Combination Company Ordinary Shares into the DTC and (if Churchill Warrant holders fail to approve the Warrant Amendment Proposal) the issuance or transfer of Post-Combination Company Warrants or (if Churchill Warrant holders approve the Warrant Amendment Proposal) the transfer of Post-Combination Class C-1 Shares into the DTC may, in each case, 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.

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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

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

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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.

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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.

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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.

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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

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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.

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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.

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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

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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.

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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

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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.

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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).

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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.

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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.

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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

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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.

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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.

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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:

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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;

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the amount of redemption requests made by Churchill Public Stockholders;

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failure to realize the anticipated benefits of the Business Combination;

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

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

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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);

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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;

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

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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.

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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

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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,

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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. As of June 30, 2023, CorpAcq owed approximately £7.1 million in outstanding contingent considerations.

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,

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however, implies that CorpAcq may have to buy a seller’s (remaining) stake in an acquisition target at an 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. As of June 30, 2023, CorpAcq recorded approximately £90.4 million in outstanding put options to sellers of acquisitions targets.

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

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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.

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.

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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:

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

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

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

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

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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. In addition, CorpAcq’s audited financial statements for the fiscal year ended December 31, 2022 include an opinion from CorpAcq’s auditors regarding the substantial doubt about CorpAcq’s ability to continue as a going concern, due to obligations under CorpAcq’s existing credit facility.

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 “Alcentra Facility”), as described in the audited financial statements for the fiscal year ended December 31, 2022.

In accordance with the Alcentra Facility, CorpAcq would have been required to make a balloon payment of £120.0 million on June 15, 2024. Based on CorpAcq’s other contractual commitments and cash forecasts, CorpAcq did not expect it would be able to make the balloon payment utilizing existing cash on hand and cash available from other undrawn bank facilities without refinancing the Alcentra Facility. As a result, CorpAcq’s Audited Annual Financial Statements indicate that there is material uncertainty that casts substantial doubt upon CorpAcq’s ability to continue as a going concern. The Audited Annual Financial Statements and Unaudited Interim Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to the issuance of the Audited Annual Financial Statements, on January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS Facility”) and a multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes”, together with the UBS Facility, the “2024 Facilities”) for up to £300.0 million. Proceeds from the 2024 Facilities are being used to refinance CorpAcq’s existing £200.0 million Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and remaining available proceeds are expected to be used to support future acquisitions.

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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.

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:

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The performance of two 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.

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

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CorpAcq’s 16 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.

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CorpAcq’s 21 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.

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CorpAcq’s one subsidiary that operates in the apparel retailing space is 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.

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27 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.

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The performance of all of CorpAcq’s subsidiaries was negatively impacted by the COVID-19 pandemic. For example, restrictions on the movement of people significantly impacted four 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

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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.

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:

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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;

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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;

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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;

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

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

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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, ability to pay dividends to shareholders in the future, and results of operations could be adversely affected.

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.

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

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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.

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

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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.

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:

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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;

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capacity shortages during periods of high demand;

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reduced control over delivery schedules;

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reduced control over compliance with product regulations and standards;

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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;

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shortages of materials;

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

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non-compliance with applicable laws and regulations, as well as their contractual obligations with CorpAcq or its subsidiaries;

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discontinuation of any of products supplied and services rendered to CorpAcq or its subsidiaries;

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sufficient quality control on products supplied and services rendered to CorpAcq or its subsidiaries;

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limited warranties on products supplied and services rendered to CorpAcq or its subsidiaries; and

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potential increases in prices.

The ability and willingness of third-party suppliers, manufacturers, contractors and subcontractors to perform is largely outside CorpAcq’s and its subsidiaries’ control. If one or more of these third-parties fails to perform its obligations in a timely manner or at satisfactory quality levels, CorpAcq’s subsidiaries’ ability to bring products to market and CorpAcq’s and its subsidiaries’ respective reputations could suffer. For example, if the manufacturing capacity is reduced or eliminated at one or more third-party facilities or any of those facilities are unable to keep pace with the growth of a CorpAcq subsidiary’s business, such CorpAcq subsidiary could have difficulties fulfilling its customer orders and its revenue, and CorpAcq’s revenue, could decline. In addition, if these third parties fail to deliver quality products and components on time and at reasonable prices, CorpAcq’s subsidiaries could have difficulties fulfilling their respective customer orders. If product quality is compromised, CorpAcq subsidiaries may be subject to legal liability and/or their revenue could decline if their customers decide to switch providers due to quality issues, causing CorpAcq’s business, financial condition and results of operations to be adversely affected.

CorpAcq’s subsidiaries are or may become dependent on individual customer relationships leading to reduced sales and revenue.

Certain CorpAcq’s subsidiaries are, or may in the future become, dependent on individual customer relationships, the loss of which could entail reduced sales volumes and revenues for the affected subsidiaries. For example, of the top 10 subsidiaries of CorpAcq based on Adjusted EBITDA during the 12 months ended December 31, 2022, the majority of them have diverse customer bases, with only one or two customers comprising more than 10% of the respective subsidiary’s revenues. If losses of such material customers were to occur in relation to multiple subsidiaries at once or within a short period of time, it could have a material adverse effect on CorpAcq’s business, ability to pay dividends to shareholders in the future, financial condition, and results of operations. Furthermore, CorpAcq has several customers that are customers of multiple subsidiaries in relation to different products and services, for example, housebuilders may acquire capital equipment, groundworking, and heating and plumbing services from different CorpAcq subsidiaries. In some cases, CorpAcq also has customers of a few subsidiaries which are linked to different local authorities, such as local law enforcement and municipal works departments. As a result, any issue with products or service by one subsidiary to such customers may impair the relationship of CorpAcq’s other subsidiaries with such customers, and any issue with one branch of local authorities may impact the others, which may adversely affect CorpAcq’s business, ability to pay dividends to shareholders in the future, financial condition and results of operations. In addition, there is the possibility that a decision could be made at a higher level to terminate customer contracts with some or all of the different local authorities, which could have a significant impact on the relevant subsidiaries and their results of operations, which in the aggregate, could materially adversely impact CorpAcq’s business, ability to pay dividends to shareholders in the future, financial condition, and results of operations.

For more information on CorpAcq’s top 10 subsidiaries based on Adjusted EBITDA during the 12 months ended December 31, 2022, see “Information Related to CorpAcq — CorpAcq’s Business — Reportable Segments”.

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CorpAcq and its subsidiaries are subject to risks relating to increased prices of raw materials and disrupted supply chains, which may result in CorpAcq’s subsidiaries being unable to purchase necessary materials at a reasonable price or at all, and may cause CorpAcq’s subsidiaries to raise end consumer prices of any produces or services.

The success of CorpAcq’s subsidiaries’ business depends, in part, on maintaining a strong sourcing and manufacturing platform and efficient distribution channels. The inability of any supplier of raw materials, independent contract manufacturer or third-party distributor to deliver or perform for CorpAcq’s subsidiaries in a timely or cost-effective manner could cause CorpAcq’s subsidiaries’ operating costs to increase and their profit margins to decrease, especially as it relates to their products that have a short shelf life, which in the aggregate, could have an adverse impact on the business, financial condition, ability to pay dividends to shareholders in the future, and results of operations of CorpAcq. CorpAcq’s subsidiaries must continuously monitor their inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as having too much inventory on hand that may reach its expiration date and become unsaleable.

For example, CorpAcq’s subsidiaries in its industrial services segment depend on manufacturers supplying machines and parts, on time and to the required build quality, subject to variations in pricing. If manufacturers fail to provide machines and parts due to delays in the supply chain, CorpAcq’s subsidiaries may be unable to provide their respective services at competitive prices or in a timely manner, which could impact results of operations of the respective subsidiaries. Additionally, subsidiaries in CorpAcq’s industrial products segment depend on supply of various raw materials, such as glass, aggregates, consumables, and construction equipment. If the price of these raw materials increases, the respective subsidiaries' profit margins could decrease, which could in the aggregate, negatively impact CorpAcq’s results of operations.

CorpAcq’s subsidiaries must also manage their third-party distribution, warehouse and transportation providers to ensure they are able to support the efficient distribution of their products to retailers. A disruption in transportation services could result in an inability to supply materials to CorpAcq’s subsidiaries’ (or their co-manufacturers’) facilities or finished products to CorpAcq’s subsidiaries’ distribution centers or their customers, which could cause material adverse effects to results of operations of the applicable subsidiaries and ultimately, CorpAcq. Activity at third-party distribution centers could be disrupted by a number of factors, including labor issues, failure to meet customer standards, natural disasters, sustainability or financial issues affecting the third-party providers. In particular, the Russia-Ukraine conflict and recent labor market shortages impacting many of the industries in which CorpAcq’s subsidiaries operate have created operating challenges in making their products available to customers and consumers, and such challenges may persist. A sustained period of high inflation leading to a reduction in disposable income could impact customer confidence and create a risk of reduction in sales, particularly in CorpAcq’s business-to-consumer subsidiary, Cotton Traders, which could lead to a reduction in CorpAcq’s revenues and results of operations.

CorpAcq’s insurance coverage, including any insurance coverage held by CorpAcq’s subsidiaries, may not cover all potential losses and there are no guarantees that CorpAcq or its subsidiaries can retain such insurance coverage at a reasonable cost or at all.

Although CorpAcq and its subsidiaries maintain insurance policies with respect to a broad range of risks, including product liability, directors’ and officers’ liability, employment liability, life insurance, cyber-security, and, in the case of certain of CorpAcq’s subsidiaries, industry-specific insurance policies, these policies do not cover all possible claims and certain of the policies are subject to large deductibles. In addition, if any of CorpAcq’s or its subsidiaries’ insurance carriers defaulted on their obligations to provide insurance coverage by reason of its insolvency or for other reasons, CorpAcq’s and its subsidiaries’ exposure to claims would increase and CorpAcq’s profits would be adversely affected. Any estimates for unpaid claims and expenses are based on known facts, historical trends and industry averages, utilizing the assistance of an actuary. The determination of such estimated liabilities and their appropriateness are reviewed and updated at least quarterly. However, these liabilities are difficult to assess and estimate due to many relevant factors, the effects of which are often unknown, including the severity of an injury or damage, the determination of liability in proportion to other parties, the timeliness of reported claims, the effectiveness of CorpAcq or its subsidiaries’ risk management and safety programs and the terms and conditions of

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CorpAcq’s and its subsidiaries’ insurance policies. Any accruals are based upon known facts, historical trends and reasonable estimate of future expenses, and CorpAcq believes such accruals are adequate. However, unknown or changing trends, risks or circumstances, such as increases in claims, a weakening economy, increases in medical costs, changes in case law or legislation, or changes in the nature of the work CorpAcq and its subsidiaries perform, could render any current estimates and accruals to be inadequate. In such case, adjustments to balance sheet may be required and these increased liabilities would be recorded in the period that the experience becomes known. Insurance carriers may be unwilling, in the future, to provide CorpAcq’s or its subsidiaries’ current levels of coverage without a significant increase in insurance premiums and/or collateral requirements to cover CorpAcq’s or its subsidiaries’ obligations to them. Increased collateral requirements may be in the form of additional letters of credit and/or cash, and an increase in collateral requirements could significantly reduce CorpAcq’s liquidity. If insurance premiums increase, and/or if insurance claims are higher than CorpAcq’s estimates, CorpAcq’s profitability could be adversely affected if it is unable to raise prices or increase revenues to offset any premium increases. Finally, certain subsidiaries operate in industries that require industry-specific policies. The profitability of such subsidiaries could be greatly impacted if such insurance policies could not be acquired at a commercial rate. If industry-specific policies cannot be acquired at all, CorpAcq or its subsidiaries may not be adequately insured for certain risks.

Potential divestments of CorpAcq’s subsidiaries may give rise to CorpAcq becoming subject to additional risks and costs.

Despite CorpAcq’s intention to hold its subsidiaries on a long-term basis, in certain circumstances, CorpAcq may decide, or be required, to divest any of its subsidiaries in the future. From time to time, CorpAcq evaluates possible divestments of its subsidiaries and may, if a suitable opportunity or condition arises, make divestments or decisions to dispose of certain businesses or assets. CorpAcq may also divest certain of its subsidiaries to reduce financial or operational risks. In particular, if any of CorpAcq’s subsidiaries violate any applicable laws and regulations, CorpAcq may be required to divest such subsidiaries or risk significant fines, penalties, administrative sanctions, convictions or settlements.

As part of CorpAcq’s ongoing strategic plan, CorpAcq has selectively divested, and may in the future continue to pursue divestitures of certain of its subsidiaries to optimize its portfolio. CorpAcq makes divestments based on, among other considerations, management’s evaluation of or changes in business strategies and performance and valuation of divested subsidiaries. Since 2013, CorpAcq has only divested three subsidiaries, all of which took place in 2016; however CorpAcq cannot assure you that it will not make divestments in the future.

There is no assurance that these divestitures will be completed on terms favorable to CorpAcq, or at all. Any opportunities resulting from these divestitures, and the anticipated effects of these divestitures on CorpAcq’s business may never be realized, or may not be realized to the extent CorpAcq anticipates. CorpAcq may be subject to continuing financial obligations for a period of time following the divestments, and any claims such as warranty or indemnification claims, if determined against CorpAcq, would negatively affect CorpAcq’s financial performance. Moreover, divestments may require CorpAcq to separate integrated assets and personnel from its retained subsidiaries and devote its resources to transitioning assets and services to purchasers, resulting in disruptions to CorpAcq’s subsidiaries’ ongoing business and distraction of management. Any losses due to CorpAcq’s divestments of its subsidiaries could adversely affect its financial performance.

CorpAcq and its subsidiaries could be subject to increased regulation or changes in regulatory regimes which will impact CorpAcq’s financial performance.

CorpAcq and its subsidiaries are subject to regulation and policy decisions at the local, national (including the Financial Conduct Authority and the Investment Security Unit within the Department for Business, Energy and Industry Standard) and, in some cases, foreign levels. These laws, policies and regulations, as well as their interpretation and application, are likely to change from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation or application, or newly enacted laws, policies or regulations, or any failure by CorpAcq or its subsidiaries to comply with these laws or regulations, could require changes to certain of CorpAcq’s or its

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subsidiaries’ business practices, negatively impact CorpAcq’s or its subsidiaries’ operations, cash flows or financial condition, impose additional costs on CorpAcq or CorpAcq’s subsidiaries or otherwise adversely affect CorpAcq’s business or the business of its subsidiaries. In addition to the legal, tax, policy and regulatory changes that are expected to occur, there may be unanticipated changes and uncertainty regarding any such changes. In addition, there is significant uncertainty regarding certain policies, legislation and the regulations that have been adopted (and future regulations that will need to be adopted pursuant to such legislation) and, consequently, the full impact that such policy and legislation will ultimately have on CorpAcq and the markets in which CorpAcq trades and invests is not fully known. Such uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success of certain acquisition strategies.

CorpAcq may be materially affected by market, economic, climatic, social and political conditions globally and in the jurisdictions and sectors in which CorpAcq and its subsidiaries operate, including for example economic outlook, global migration, natural disasters, water or other natural resource shortage, conflict or civil unrest, factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers.

Additionally, investing in companies organized or based outside the United Kingdom and operating outside the United Kingdom may also expose CorpAcq to increased compliance risks, as well as higher compliance costs to comply with both U.K. and non-U.K. anti-corruption, anti-money laundering and sanctions laws and regulations. These factors are outside CorpAcq’s control and may affect the level and volatility of securities prices and the liquidity and the value of investments, and CorpAcq may not be able to or may choose not to manage CorpAcq’s exposure to these conditions.

The industries CorpAcq serves can be seasonal, cyclical and affected by weather conditions, the combined effects of which can adversely impact CorpAcq’s results of operations.

CorpAcq’s revenue and results of operations can be subject to seasonal and other variations. These variations are influenced by various factors, including weather, customer spending patterns, project schedules, holidays and timing, in particular, for large, non-recurring projects. In particular, with respect to CorpAcq’s subsidiaries that are in the construction industry, many of the construction projects that demand their services include significant portions of outdoor work in addition to the plumbing companies and industrial service companies. As a result, seasonal changes and adverse weather conditions can adversely affect CorpAcq’s business operations through declines in demand for its subsidiaries’ products and services and alterations and delays in applicable schedules. For example, adverse weather conditions such as extended rainy and cold weather in the winter period can reduce demand for CorpAcq’s products and reduce sales or render its contracting operations less efficient resulting in underutilization of crews and equipment and lower contract profitability. Since CorpAcq’s subsidiaries are located solely in the United Kingdom, major weather events such as storms, gales, floods and heavy snowfall across the United Kingdom could also adversely impact a substantial number of CorpAcq’s subsidiaries, which could affect CorpAcq’s revenues and profitability.

Furthermore, the industries CorpAcq serves can be cyclical in nature. Fluctuations in end-user demand within those industries, or in the supply of services within those industries, can affect demand for CorpAcq’s services. As a result, CorpAcq’s business may be adversely affected by industry declines or by delays in new projects, which could materially adversely impact CorpAcq's ability to pay dividends to shareholders in the future, financial condition, and results of operations.

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.

CorpAcq and its subsidiaries also face risks associated with climate change, including risks related to the impact of climate and ESG-related legislation and regulation (both domestically and internationally), risks related to business trends related to climate change and technology (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change. New climate change-related or ESG regulations or interpretations of existing laws may result in enhanced disclosure obligations, which could negatively affect CorpAcq and its subsidiaries and materially increase

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the regulatory burden and cost of compliance. For example, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards. Requirements are also being introduced in some jurisdictions including the United Kingdom and the EU for companies to adopt climate transition plans, categorize investment products according to a green taxonomy and to conduct and report on due diligence with regard to environmental and/or human rights impacts associated with their business or particular types of transaction, including those in the supply or wider value chain. CorpAcq may also communicate certain climate-related initiatives, commitments and goals in its advertising campaigns, regulatory filings or in other disclosures, which subjects CorpAcq to additional risks, including the risk of being accused of “greenwashing.”

It is possible that carbon-related regulations or taxes could be implemented or increased which would have a negative impact on some or all of CorpAcq’s subsidiaries. Business trends related to climate change adaptation or mitigation may require capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations. While this can create opportunities, not addressing these changed expectations could create business risks for subsidiaries, which could negatively impact the returns from CorpAcq’s subsidiaries. Further, advances in climate science may change society’s understanding of sources and magnitudes of negative effects on climate, which could also negatively impact subsidiary financial performance, undermine asset values or business prospects. Further, significant chronic or acute physical effects of climate change including extreme weather events such as storms, gales, floods and heavy snowfall, can also have an adverse impact on certain of CorpAcq’s subsidiaries and investments, especially CorpAcq’s real asset investments and subsidiaries that rely on physical factories, plants or stores located in the affected areas. As the effects of climate change increase, CorpAcq expects the frequency and impact of weather- and climate-related events and conditions to increase as well. These effects of climate change may affect the continued willingness of insurers to insure the asset classes or businesses affected.

A portion of CorpAcq’s future growth is based on the ability and willingness of public and private entities to invest in infrastructure.

A portion of CorpAcq’s current business, including Central Power, Metcalfe Plant Hire, MSW Group and W H Good, and a portion of CorpAcq’s future growth is expected to result from public and private investments in infrastructure. As a result, reduced or delayed spending, including the impact of government sequestration programs or other changes in budget priorities, or delays in obtaining necessary consents or successful legal challenges against such consents, could result in the deferral, delay or disruption of CorpAcq’s projects. These potential events could impact CorpAcq’s ability to be timely paid for its current services, which could adversely affect CorpAcq’s cash flows and margins.

CorpAcq’s business could be adversely affected if CorpAcq is unable to protect its intellectual property rights from unauthorized use or infringement by third parties.

CorpAcq and its subsidiaries rely on the ownership and use of certain intellectual property rights in some form and, in the case of Cotton Traders, this forms a material part of its overall brand and associated goodwill. Any failure to protect CorpAcq’s or its subsidiaries’ intellectual property rights (whether by way of failure to register its intellectual property rights to the extent registrable or otherwise) could give rise to an increased risk of infringement by third parties or loss of rights, potentially resulting in the loss of some of CorpAcq’s or its subsidiaries’ competitive advantage, the value attributed to such intellectual property rights and any associated goodwill, an increase in costs associated with managing or defending CorpAcq’s and its subsidiaries intellectual property rights and a decrease in CorpAcq’s and their revenue which together would adversely affect CorpAcq’s business prospects, financial condition and operating results. CorpAcq and its subsidiaries primarily rely on the protection provided by the intellectual property laws in the countries in which CorpAcq and its subsidiaries operate to protect their respective rights. The laws of some foreign countries do not protect CorpAcq’s or its subsidiaries’ intellectual property rights to the same extent as do the laws of the United Kingdom including those where CorpAcq or its subsidiaries do not currently trade or otherwise operate.

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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.

The Post-Combination Company, CorpAcq and CorpAcq’s subsidiaries, as applicable, rely on certain trademarks, copyrights and other intellectual property rights as part of CorpAcq’s overall brand, business strategy and value creation including those licensed by third parties. The existence of complex factual and legal issues may give rise to uncertainty as to the validity or subsistence, scope and enforceability of a particular trademark, copyright or other intellectual property right or contractual right or otherwise may give rise to uncertainty as to whether a third-party license agreement may be terminated.

The Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries may become involved in, named as a party to, or be the subject of, various legal proceedings in which it is alleged that such party has infringed, misappropriated or otherwise violated the intellectual property or proprietary rights of others, including those licensed from third parties. The Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries may also initiate similar claims against third parties if it believes that such third parties are infringing, misappropriating or otherwise violating its respective intellectual property or proprietary rights. The Post-Combination Company’s, CorpAcq’s, or CorpAcq’s subsidiaries’ involvement in any intellectual property litigation or legal proceedings could (i) result in significant expense, (ii) adversely affect the development of its assets or intellectual property, or (iii) otherwise divert the efforts of its technical and management personnel, whether or not such litigation or proceedings are resolved in such party’s favor. In the event of an adverse outcome in any such litigation or proceeding, the Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries (as applicable) may, among other things, be required to:

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pay substantial damages and/or cease the development, use, sale or importation of processes that infringe or violate upon the intellectual property rights of a third party;

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expend significant resources to develop or acquire the non-infringing intellectual property;

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discontinue processes incorporating the infringing technology; or

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obtain licenses to the non-infringing intellectual property.

However, the Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries may not be successful in such development or acquisition of the applicable non-infringing intellectual property, or such licenses may not be available on reasonable terms. In the event of a successful claim of infringement, misappropriation or violation of third-party intellectual property rights against the Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries and its failure or inability to obtain a license to continue to use such technology on reasonable terms, the Post-Combination Company’s, CorpAcq’s or CorpAcq’s subsidiaries’ respective business, prospects, operating results and financial condition could be materially adversely affected.

Even if any such third-party infringement claims are without merit, defending these types of claims may result in substantial costs, the diversion of the attention of management, and the disruption of the Post-Combination Company’s, CorpAcq’s or CorpAcq’s subsidiaries’ operations, reputation or value attributed to such intellectual property rights, including associated goodwill and the ability to use the applicable intellectual property rights during the period such dispute remains outstanding. In particular, intellectual property rights litigation may be protracted and expensive, and the results are difficult to predict. The Post-Combination Company, CorpAcq or CorpAcq’s subsidiaries may be required to stop offering certain features, purchase licenses or modify its respective products and features while such party develops non-infringing substitutes, or become subject to significant settlement costs.

CorpAcq’s operating and financial results forecast relies in large part on assumptions and analyses that CorpAcq has developed. If these assumptions or analyses prove to be incorrect, CorpAcq’s actual operating and financial results may be materially different from CorpAcq’s forecasted results.

The projected financial and operating information of CorpAcq appearing elsewhere in this proxy statement/prospectus reflect current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with CorpAcq’s expectations and assumptions, as reflected in CorpAcq’s forecasts depends on a number of factors, many of which are outside CorpAcq’s control, including, but not limited to:

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success of integrating target businesses within CorpAcq’s existing portfolio;

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success and timing of CorpAcq’s acquisition strategy;

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competition, including from established and future competitors of both CorpAcq and CorpAcq’s subsidiaries;

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CorpAcq’s ability to manage its growth;

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CorpAcq’s subsidiaries’ ability to satisfy supply and demand needs within their respective industries;

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whether CorpAcq’s subsidiaries can manage relationships with key suppliers;

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CorpAcq’s ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel both within CorpAcq and its subsidiaries;

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inflationary pressures;

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global supply chain interruptions;

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potential labor shortages and changes in customer requirements; and

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the overall strength and stability of domestic and international economies.

Unfavorable changes in any of these or other factors, most of which are beyond CorpAcq’s control, could materially and adversely affect CorpAcq’s business, results of operations and financial results.

CorpAcq’s business strategy is predicated on maintaining its current acquisition pipeline. Failure to maintain this pipeline, or if acquisitions are different than CorpAcq has predicted, CorpAcq’s financial results may materially differ from CorpAcq’s forecasted results.

CorpAcq’s business strategy largely depends on its ability to maintain a strong acquisition pipeline, which could be affected by many factors, including CorpAcq’s ability to plan for and model future growth, CorpAcq’s ability to execute on its acquisition strategy, increased competition, unanticipated changes in general market conditions, weakening of economic conditions or consumer confidence in future economic conditions, and CorpAcq’s failure, for any reason, to continue to take advantage of growth opportunities. If CorpAcq fails to maintain a strong acquisition pipeline, or if the acquisitions are different than CorpAcq expects, CorpAcq’s business, financial condition and results of operations could be materially adversely affected.

The COVID-19 pandemic adversely affected the operations and financial performance of CorpAcq and its subsidiaries. Global health developments and economic uncertainty resulting from the COVID-19 pandemic or future public health crises may adversely affect the Post-Combination Company’s business, results of operations and financial condition.

CorpAcq and its subsidiaries are also subject to risks associated with public health crises, such as pandemics and epidemics, including the COVID-19 pandemic. For example, the imposition of lockdowns or other restrictive measures to mitigate the spread of COVID-19 in the United Kingdom has in the past led to, and could in the future lead to, business disruptions impacting the workforce, distribution chain and financial condition of CorpAcq. For example, Cotton Traders experienced a decrease in footfall and store closures following government-imposed lockdowns, while some subsidiaries experienced business and supply chain disruptions, staff shortages and higher freight costs during the COVID-19 pandemic. A future pandemic could impact the production of certain industrial products and service businesses if the nature of such businesses requires employees to be on site to perform their duties. This disruption to production and a lack of consumer confidence could lead to a reduction in orders from the customers of CorpAcq’s subsidiaries. The COVID-19 pandemic and the responses to the pandemic have adversely impacted global commercial activity and contributed to significant volatility in financial markets. In 2020 and 2021, the effects of the COVID-19 outbreak on the economy and the public were severe and exacerbated, and may in the future exacerbate, other pre-existing political, social, economic, market and financial risks.

While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of the SARS-CoV-2 virus may result in new

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governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus. In addition, new variants of the SARS-CoV-2 virus, or governments’ responses to them, could adversely affect CorpAcq’s business in a number of ways, including by increasing volatility in the financial markets; preventing CorpAcq from capitalizing on certain market opportunities; causing prolonged asset price inflation and hampering CorpAcq’s ability to deploy capital or to deploy capital as profitably; interrupting global or regional supply chains; reducing CorpAcq’s opportunities to successfully exit existing investments; straining CorpAcq’s liquidity; impairing CorpAcq’s equity investments; impacting the ability of CorpAcq’s subsidiaries to meet their respective financial obligations and comply with existing covenants; and reducing CorpAcq’s ability to understand and foresee trends and changes in the markets in which it operates.

The scope and duration of any future public health crisis, including the potential emergence of new variants of the SARS-CoV-2 virus, the pace at which lockdowns or other government restrictions are imposed and lifted in the United Kingdom and elsewhere, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on CorpAcq’s business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.

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.

The success of the Post-Combination Company’s business depends on the efforts, judgment, business relationships, personal reputations and continued service of CorpAcq’s key personnel, including CorpAcq’s senior management. The loss of the services of any of CorpAcq’s key personnel or damage to their personal reputation could have a material adverse effect on the Post-Combination Company’s business. Accordingly, the Post-Combination Company’s retention of CorpAcq’s key personnel and the Post-Combination Company’s success in recruiting additional personnel is crucial to the Post-Combination Company’s success. If CorpAcq’s key personnel were to join or form a competitor, the Post-Combination Company’s business could similarly suffer a material adverse effect. CorpAcq does not carry any “key man” insurance for any of CorpAcq’s key employees that would provide CorpAcq with proceeds in the event of the death or disability of any of CorpAcq’s key personnel. Retention of the broader workforce (beyond CorpAcq’s key personnel) is also important to continuity, effectiveness and efficiency of the Post-Combination Company’s business, particularly where personnel have long service with CorpAcq and long term experience with CorpAcq’s systems and CorpAcq’s business relationships. There is an expected level of movement in the workforce and there is no guarantee that the Post-Combination Company will be able to retain CorpAcq’s existing workforce in its entirety, particularly in cases where the market is competitive or personnel are approaching retirement. The Post-Combination Company may also not succeed in recruiting additional personnel because the market for qualified professionals is extremely competitive. Efforts to retain or attract key personnel may result in significant additional expenses, which could adversely affect the Post-Combination Company’s profitability.

Because CorpAcq has entered into certain related-party transactions through the course of its routine business operations, there is a risk that conflicts of interest may rise involving CorpAcq’s management, and that CorpAcq’s related-party transactions may not reflect terms that would be available from unaffiliated third parties.

In the course of CorpAcq’s normal business, CorpAcq has engaged in certain transactions with related parties, which are affiliated with CorpAcq’s Founder and Chairman, Simon Orange, and his wife, Karin Michelle Orange. Even if CorpAcq personnel negotiating on behalf of CorpAcq with the related party strives to ensure that the terms of the transaction are arms-length, there is a risk that the related party’s influence

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may be such that the transaction terms could be viewed as favorable to that related party. It is also possible that CorpAcq could have received more favorable terms had these agreements been entered into with third parties.

Because CorpAcq currently relies on its related parties to maintain corporate and operational services, CorpAcq is likely to continue to engage with these related parties as a result of existing relationships and may even enter into new transactions with related parties. If the pricing for services provided by CorpAcq’s related parties change, or if CorpAcq’s related parties cease to provide these services, including by terminating agreements with CorpAcq, CorpAcq may be unable to obtain replacements for these services on the same terms without disruption to CorpAcq’s business. This could have a material effect on CorpAcq’s business, results of operations and financial condition. See “Certain Relationships and Related Person Transactions of CorpAcq” for specific information about CorpAcq’s related party transactions.

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

In addition to CorpAcq’s key personnel, CorpAcq is often dependent on senior management teams of CorpAcq’s subsidiaries, including their senior management. CorpAcq believes that the senior management of CorpAcq’s subsidiaries possess extensive expertise and knowledge about the relevant business sectors as well as the operative businesses of the CorpAcq subsidiaries. As a result, when CorpAcq acquires a target company, CorpAcq often retains their founders and senior management teams to ensure continued business and business strategies for such newly acquired subsidiary.

The loss of the services of any of key personnel of CorpAcq’s subsidiaries or damage to their personal reputation could have a material adverse effect on CorpAcq’s subsidiaries’ business, and as a result, CorpAcq’s business. When acquiring a target, there is a risk that CorpAcq has to offer high retention bonuses or other incentives to ensure the current management of the target continues to manage the subsidiary post acquisition. Accordingly, CorpAcq’s retention of such key personnel and CorpAcq’s success in recruiting additional personnel is crucial to CorpAcq’s success. If such key personnel were to join or form a competitor, CorpAcq’s subsidiaries’ business could similarly suffer a material adverse effect. CorpAcq does not carry any “key man” insurance for any of its subsidiaries’ key employees that would provide CorpAcq with proceeds in the event of the death or disability of any of such key personnel. Retention of the broader workforce (beyond CorpAcq’s key personnel) is also important to continuity, effectiveness and efficiency of CorpAcq’s business, particularly where personnel have long service with CorpAcq and long-term experience with CorpAcq’s systems and CorpAcq’s business relationships. There is an expected level of movement in the workforce and there is no guarantee that the Post-Combination Company will be able to retain CorpAcq’s existing workforce in its entirety, particularly in cases where the market is competitive or personnel are approaching retirement. CorpAcq may also not succeed in recruiting additional personnel for CorpAcq’s subsidiaries because the market for qualified professionals is extremely competitive. Efforts to retain or attract key personnel may result in significant additional expenses, which could adversely affect CorpAcq’s subsidiaries’ profitability, and as a result, CorpAcq’s profitability.

CorpAcq and its subsidiaries are subject to risks relating to workspace accidents, incidents causing environmental damage or pollution, investigations and claims for compensation as a consequence of compliance deficiencies or failings in risk management. CorpAcq may also be subject to disruptions in the business due to work stoppage and strikes and the cost of repairs, remediation and upgrades.

Accidents or other incidents that occur at CorpAcq’s facilities as well as facilities of CorpAcq’s subsidiaries or involve CorpAcq or CorpAcq’s subsidiaries’ personnel or operations, pollution or other environmental harm could result in claims for damages against CorpAcq and CorpAcq’s subsidiaries or intervention from the relevant regulator or the courts or civil actions against CorpAcq or its subsidiaries by injured employees.

In addition, in the event CorpAcq or any of CorpAcq’s subsidiaries are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental damages alleged to have been caused by CorpAcq or any of CorpAcq’s subsidiaries, or occurring on CorpAcq’s or

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CorpAcq’s subsidiaries’ premises, CorpAcq and CorpAcq’s subsidiaries could be required to pay substantial monetary damages or undertake expensive remedial obligations. The amount of any costs, including damages payments that CorpAcq or CorpAcq’s subsidiaries might incur under such circumstances could substantially exceed any insurance CorpAcq and CorpAcq’s subsidiaries have to cover such losses. CorpAcq’s insurance will not cover any criminal fines that are imposed on CorpAcq. Any of these events, alone or in combination, regardless of its merit or eventual outcome, could have a material adverse effect on CorpAcq’s business, financial condition and results of operations and could adversely affect CorpAcq’s reputation.

In the United Kingdom, breach of health and safety or environmental regulations, including failure to comply with the conditions of an environmental permit, is often a criminal offense for which CorpAcq’s subsidiaries (or, if personally at fault, their directors, officers and senior managers) could be found criminally liable and subjected to fines, imprisonment (for individuals) and in appropriate cases ancillary orders such as orders disqualifying directors from continuing to serve. Other sanctions such as variable and fixed monetary penalties exist depending on the offence. The relevant regulators also have powers to serve notices that would amongst other things require the recipient portfolio business to suspend operations, incur costs upgrading facilities or undertake remediation of contaminants. The environmental regulators also have the power to revoke or fail to grant environmental permits (or grant them with onerous conditions), that are needed for business to operate legally.

Unsuccessful contract negotiations, adverse labor relations at any of CorpAcq’s or CorpAcq’s subsidiaries’ locations, or other factors including industrial action taken by the employees of third-party goods and services providers (e.g., royal mail, network rail) have in the past, and could in the future, result in strikes, work stoppages, work slowdowns, dissatisfied employees or other actions, which could disrupt CorpAcq’s and CorpAcq’s subsidiaries’ business and operations. These disruptions could negatively impact CorpAcq’s and CorpAcq’s subsidiaries’ business, operations, ability to produce or sell products and services, ability to service customers and ability to recruit and retain personnel and could result in significant additional costs as well as adversely affect CorpAcq’s reputation, financial condition and operating results.

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.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of CorpAcq’s employees, including employees of CorpAcq’s subsidiaries, as well as subcontractors or partners could have a significant negative impact on CorpAcq’s business and reputation. Examples of such misconduct include employee or subcontractor theft, the failure to comply with safety standards, laws and regulations, customer requirements, environmental laws and any other applicable laws or regulations. While CorpAcq maintains policies and procedures to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, including human error and fraud. The failure of any of CorpAcq’s employees, including employees of CorpAcq’s subsidiaries, to comply with applicable laws or regulations or other acts of misconduct could subject CorpAcq to fines and penalties, result in liability for the relevant employer, 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.

CorpAcq and its subsidiaries are subject to many laws and regulations in the jurisdictions in which CorpAcq and its subsidiaries operate. CorpAcq will be subject to various laws and regulations that apply specifically to U.S. public companies. These include the rules and regulations of the Nasdaq Capital Market, Sarbanes Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the various regulations, standards and guidance put forth by the SEC and other governmental agencies to

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implement those laws. New laws, rules and regulations, or changes to existing laws or their interpretations, could create added legal and financial costs and uncertainty for CorpAcq. In addition, as a United Kingdom company, CorpAcq and its subsidiaries are subject to United Kingdom laws and regulations that are in some cases different in substance from those of the United States, including labor laws such as the U.K. Modern Slavery Act and laws and regulations governing information collected from employees, customers and others, specifically the EU’s General Data Protection Regulation ((EU) 2016/679) (“GDPR”) (as retained in the United Kingdom), which went into effect in May 2018. These laws and regulations, and the economic, financial, political and regulatory impact of the United Kingdom’s decision to leave the EU, could increase the cost and complexity of doing business in the United Kingdom and negatively impact CorpAcq’s financial position and results of operations. CorpAcq’s and its subsidiaries’ efforts to comply with evolving laws, regulations and reporting standards may increase CorpAcq’s general and administrative expenses, divert management time and attention or limit CorpAcq’s operational flexibility, all of which could have a material adverse effect on CorpAcq’s consolidated financial position and results of operations. Failure to comply with these laws, regulations or reporting standards could subject CorpAcq to significant financial penalties, litigation, the triggering of cross-default provisions under certain commercial agreements, the triggering of repayment provisions under certain financing agreements, the loss of licenses and/or regulatory enforcement.

CorpAcq is subject to risks relating to disputes and other legal proceedings that may be time consuming and costly.

From time to time, CorpAcq and its subsidiaries have been subject to various lawsuits, regulatory actions (including tax enquiries), administrative proceedings and claims that arise in the ordinary course of business, including those related to products and services offered by CorpAcq’s subsidiaries. CorpAcq could be party to class and collective actions, along with other complex legal disputes, that could materially impact CorpAcq’s business by requiring, among other things, unanticipated management attention, significant attorney fees and settlement spend, or operational adjustments implemented in response to a settlement, court order or to mitigate future exposure.

CorpAcq and its subsidiaries may have litigation in a variety of matters, some matters may be unpredictable or unanticipated, and the frequency and severity of litigation could increase. Because lawsuits are inherently unpredictable, assessing contingencies is highly subjective and requires judgements about future events. A judgement that is not covered by insurance or that is significantly in excess of CorpAcq’s or its subsidiaries’ insurance coverage could materially adversely affect CorpAcq’s consolidated financial condition or results of operations.

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.

CorpAcq and its subsidiaries maintain a large quantity of sensitive information, including confidential business and personal information in connection with the conduct of CorpAcq’s and its subsidiaries’ operations and related to CorpAcq’s and its subsidiaries’ employees and business and individual customers, and CorpAcq and its subsidiaries are subject to laws and regulations governing data protection, the privacy and security of such information.

In the United Kingdom, the UK GDPR lays down the legal framework for data protection and privacy. The UK GDPR is also supplemented by the Data Protection Act 2018. The UK GDPR implements stringent operational requirements for controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, increased requirements pertaining to health data, increased cyber security requirements, mandatory data breach notification requirements and higher standards for controllers to demonstrate that they have obtained a valid legal basis for processing personal data. The Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) (“PECR”) also apply in the United Kingdom and cover marketing communications with business and individual customers, and the use of cookies or similar technologies. Serious breaches of the data protection principles. Serious breaches of the data protection principles under the UK GDPR, or the Data Protection Act 2018 may result in fines of up to £17.5 million under or up to 4% of the total worldwide

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annual turnover of the preceding financial year, if greater, and other administrative penalties including criminal liability, which may be onerous and adversely affect CorpAcq’s business, financial condition, results of operations and prospects. Failure to comply with PECR may result in fines of up to £500,000 by a monetary penalty notice issued by the United Kingdom supervisory authority, the Information Commissioner, and other action including criminal prosecution and audit. The UK GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for material and non-material damages resulting from an infringement of the UK GDPR. In addition, the UK GDPR includes restrictions on cross-border data transfers, including the United States. Failure to comply with the UK GDPR and related laws may lead to increased risk of private actions from data subjects and consumer not-for-profit organizations.

The data protection rules in the United Kingdom are subject to change post-Brexit and the new rules may lead to significant compliance risks and high compliance costs for CorpAcq and its subsidiaries.

As CorpAcq expands into new geographical markets, CorpAcq and its subsidiaries may become subject to strict local data protection regimes exposing CorpAcq and its subsidiaries to high fines and restrictions in terms of how CorpAcq processes data with a significant effect on CorpAcq’s resources and business strategies in that market.

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’s ability to make payments on and to refinance its debt, and to fund planned acquisitions, will depend on CorpAcq’s subsidiaries’ (including those in any planned acquisition) ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond CorpAcq’s control.

Specifically, CorpAcq’s indebtedness could have important potential consequences, including, but not limited to:

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increasing CorpAcq’s vulnerability to, and reducing CorpAcq’s flexibility to plan for and respond to, adverse economic and industry conditions and changes in CorpAcq’s business and the competitive environment;

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making it more difficult for CorpAcq to satisfy CorpAcq’s other financial obligations;

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requiring the dedication of a substantial portion of CorpAcq’s cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, acquisitions, dividends, capital expenditures, share repurchases or other corporate purposes;

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limiting CorpAcq’s flexibility in planning for, or reacting to, changes in CorpAcq’s business and the industry in which CorpAcq operates;

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increasing CorpAcq’s vulnerability to a downgrade of CorpAcq’s credit rating, which could adversely affect CorpAcq’s cost of funds and access to capital markets;

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restricting CorpAcq from making strategic acquisitions or causing CorpAcq to make non-strategic divestitures;

•

placing CorpAcq at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates;

•

increasing CorpAcq’s exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest;

•

limiting CorpAcq’s ability to borrow additional funds in the future and increasing the cost of any such borrowing;

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•

restricting CorpAcq’s ability to distribute profits to shareholders; and

•

imposing restrictive covenants on the operations of CorpAcq or its subsidiaries as the result of the terms of their respective indebtedness, which, if not complied with, could result in an event of default, which in turn, if not cured or waived, could result in the acceleration of CorpAcq’s or its subsidiaries’ debts. See “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Based on CorpAcq’s current operations, CorpAcq believes that in addition to the cash that CorpAcq will receive as the Closing Seller Cash Consideration, CorpAcq’s cash flow from operations, available cash and available borrowings under credit facilities will be adequate to meet CorpAcq’s future liquidity needs for the next 12 months barring any unforeseen circumstances which are beyond CorpAcq’s control.

CorpAcq may be required to incur additional indebtedness in order to finance the Business Combination, which may limit the Post-Combination Company’s operational flexibility and could adversely affect the Post-Combination Company’s operations and financial results and prevent the Post-Combination Company from fulfilling its obligations.

CorpAcq may need to refinance all or a portion of its debt, including the credit facilities, on or before maturity. CorpAcq’s ability to refinance any of its outstanding indebtedness, and/or obtain additional financing in order to satisfy its obligations in connection with the Business Combination will depend on, among other things, CorpAcq’s financial condition and creditworthiness at the time, restrictions in agreements governing its indebtedness, and other factors, including, restrictions in agreements governing the indebtedness that CorpAcq is assuming, and the condition of the financial markets and the markets in which CorpAcq competes. As a result, CorpAcq cannot assure that it will be able to refinance any of its outstanding indebtedness, and/or obtain additional financing on favorable terms, or at all, or that cash flows generated from operations will be sufficient, in order to satisfy CorpAcq’s obligations in connection with the Business Combination, or otherwise.

CorpAcq is subject to financing risks. There are no guarantees that CorpAcq can meet its financing needs for its operations and future investments at a reasonable cost or at all.

CorpAcq’s subsidiaries’ ability to generate cash is essential for the funding of CorpAcq and its subsidiaries’ operations and the servicing of CorpAcq’s debt. If existing cash balances together with the borrowing capacity under CorpAcq’s credit facilities are not sufficient to make future investments, make acquisitions or provide needed working capital, CorpAcq and its subsidiaries may require financing from other sources. CorpAcq’s and its subsidiaries’ ability to obtain such additional financing in the future will depend on a number of factors including prevailing capital market conditions, conditions in the industries in which CorpAcq and its subsidiaries operate, CorpAcq’s credit rating, CorpAcq and its subsidiaries’ operating results and creditworthiness, and the purpose for such financing. These factors may affect CorpAcq’s and its subsidiaries’ ability to arrange additional financing on terms that are acceptable to CorpAcq and its subsidiaries. If additional funds are not available on acceptable terms, CorpAcq may not be able to make future investments, take advantage of acquisitions or pursue other opportunities.

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

Adverse developments in the credit markets, including reduced liquidity or rising interest rates, could reduce the availability of funding for acquisition of subsidiaries. Volatility in the credit and equity markets could reduce the availability of debt or equity financing for significant construction projects, causing a reduction in capital spending, which, in the past has resulted, and in the future could result, in project pipeline constraints, project deferrals and project cancellations, any of which could materially and adversely affect CorpAcq’s results of operations and liquidity.

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.

If there were an event of default under any of the agreements relating to CorpAcq’s outstanding indebtedness, the holders of the defaulted debt may have the right to cause all amounts outstanding with

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respect to that debt to be due and payable immediately. CorpAcq cannot assure you that its assets or cash flow would be sufficient to fully repay borrowings under CorpAcq’s outstanding debt instruments if accelerated upon an event of default. Further, if CorpAcq is unable to repay, refinance or restructure its indebtedness under its secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of CorpAcq’s other debt instruments. In addition, any event of default may lead to CorpAcq being forced into bankruptcy or liquidation. As a result, any default by CorpAcq on its indebtedness could adversely affect CorpAcq’s business, financial condition or results of operations.

CorpAcq’s debt financing could adversely affect CorpAcq’s ability to raise additional capital to fund its operations, limit CorpAcq’s ability to react to changes in the economy or its industry and prevent CorpAcq from meeting its obligations.

CorpAcq’s ability to access capital markets to raise capital on favorable terms will be affected by its debt level, its operating and financial performance, the amount of its current maturities and debt maturing in the next several years, by prevailing credit market conditions, and the driver for such capital. Moreover, if lenders or any future credit rating agency downgrade CorpAcq’s credit rating or CorpAcq’s net leverage increases (including due to a reduction in earnings), then CorpAcq could experience increases in its borrowing costs, face difficulty accessing capital markets or incurring additional indebtedness, be unable to receive open credit from its suppliers and trade counterparties, be unable to benefit from swings in market prices and shifts in market structure during periods of volatility in the crude oil and natural gas markets or suffer a reduction in the market price of its common stock. If CorpAcq is unable to access the capital markets on favorable terms at the time a debt obligation becomes due in the future, the price and terms upon which CorpAcq might receive such extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements. Any such arrangements could, in turn, increase the risk that CorpAcq’s leverage may adversely affect its future financial and operating flexibility and thereby impact its ability to pay cash distributions at expected rates. If CorpAcq is unable to pay required cash distributions, CorpAcq may be in breach of its debt obligations. If any such breach of a debt obligation remained uncured, the relevant creditors may bring enforcement action against CorpAcq for payment, which would likely take priority to shareholders. In such cases, shareholders may lose some or all of their investment.

Risks Related to Tax

Tax laws and regulations may change in the jurisdiction in which PubCo and its affiliates are each resident for tax purposes, which may adversely affect the Post-Combination Company and Post-Combination Company Ordinary Shares.

PubCo and its affiliates’ (including CorpAcq) tax reporting is supported by tax laws in the respective country in which each entity is resident for tax purposes and the application of applicable tax treaties. Existing domestic and foreign tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to PubCo and its affiliates (possibly with retroactive effect), which could require PubCo to change its transfer pricing policies and pay additional tax amounts, fines or penalties, surcharges and interest charges for past amounts due, the amounts and timing of which are difficult to discern. For example, although PubCo is expected to satisfy the SBA Test (defined and described further below) and therefore not be treated as a U.S. corporation for U.S. federal tax purposes, changes in the rules in Section 7874 of the Code, or the Treasury Regulations promulgated thereunder, or other changes in law could adversely affect PubCo’s status as a non-U.S. entity for U.S. federal income tax purposes, its effective tax rate or future planning for the Post-Combination Company that is based on current law, and any such change could have prospective or retroactive application to PubCo, its shareholders and affiliates (including CorpAcq), and/or future transactions. These tax issues described above may materially and adversely impact holders of the Post-Combination Company Ordinary Shares as well as the Post-Combination Company’s operating activities, effective tax rate, deferred tax assets, operating income and cash flows.

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

PubCo, a corporation organized under the laws of England and Wales (“U.K.”), generally would be classified as a non-U.S. entity (and, therefore, a non-U.S. tax resident) under general rules of U.S. federal

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income taxation. Section 7874 of the Code, however, contains rules that result in a non-U.S. corporation being taxed as a U.S. corporation for U.S. federal income tax purposes, unless certain tests regarding ownership of such entity or level of business activities (as relevant here, business activities in the U.K. by PubCo and its affiliates (including CorpAcq)) (with respect to such test, the “SBA Test”) are satisfied.

If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes, it could be liable for substantial additional U.S. federal income tax, and the gross amount of any dividend payments to its non-U.S. holders could be subject to U.S. withholding tax (depending on the application of any income tax treaty that might apply to reduce the withholding taxes). However, dividend payments would generally constitute “qualified dividends” and be subject to tax at the rates accorded to long-term capital gains. In addition, even if PubCo is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former Churchill stockholders exceeds a threshold amount and PubCo failed to satisfy the SBA Test. If it were determined that PubCo is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, dividends by PubCo would not qualify for “qualified dividend income” treatment (and, depending on the circumstances, may not qualify for reduced U.S. withholding tax under an applicable statute or income tax treaty), and U.S. affiliates of PubCo could be subject to increased taxation under the inversion gain rules and certain other provisions of the Code — i.e., a surrogate foreign corporation may be subject to a 1% excise tax, as discussed further below. For U.K. tax purposes, PubCo is expected, regardless of any application of Section 7874 of the Code, to be treated as a U.K. resident company. Consequently, if PubCo did not satisfy the SBA Test, PubCo might be liable for both U.K. and U.S. taxes, which could have a material adverse effect on its financial condition and results of operations of the Post-Combination Company.

Based on the terms of the Business Combination and the anticipated level of business activities in the United Kingdom of PubCo and its affiliates (including CorpAcq), PubCo expects to satisfy the SBA Test such that PubCo is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise be subject to the potential unfavorable treatment as a surrogate foreign corporation for U.S. federal income tax purposes as described above. However, satisfaction of the SBA Test will not be finally determined until after the time of the Closing, which could result in a different application of the rules described above as a result of adverse changes to the relevant facts and circumstances or adverse rule changes. In addition, the application of these statutory and regulatory rules are complex and unclear. For additional discussion of the U.S. federal income tax treatment of the Post-Combination Company, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of the Post-Combination Company.”

PubCo may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Post-Combination Company Securities.

A foreign corporation will be treated as a “passive foreign investment company,” or “PFIC,” for U.S. federal income tax purposes if either (1) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (2) 50% or more of such foreign corporation’s assets in any taxable year (ordinarily based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties and certain rents. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

Based on the current and expected income, assets, and activities of PubCo and its affiliates (including CorpAcq), PubCo does not expect to be classified as a PFIC for the current taxable year that includes the date of the Merger or in the foreseeable future. However, the determination of whether PubCo is a PFIC will not be determined until after the time of the Closing and, even then, will depend upon the composition of its income and assets and the nature of its activities from time to time thereafter which must be made annually as of the close of each taxable year. The PFIC determination also depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations or may change significantly (possibly

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with retroactive effect) in future years. Thus, there can be no assurance that PubCo will not be classified as a PFIC for any taxable year, or that the IRS or a court will agree with the PubCo’s determination as to its PFIC status.

U.S. Holders (as defined below in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) are urged to consult their tax advisers regarding the application of the PFIC rules, including the related reporting requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of Post-Combination Company Securities. For additional discussion, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of the Post-Combination Company — Passive Foreign Investment Company Rules.”

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.

Section 367(a) of the Code generally requires a U.S. shareholder of stock or securities in a U.S. corporation to recognize gain (but not loss) when such stock or securities are exchanged for stock or securities of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment, unless certain conditions are met. The Merger is, however, expected to be taxable for U.S. holders of Churchill Securities because of the application of Section 367(a) of the Code to the exchange of Company securities for Churchill Securities pursuant to the Merger.

Pursuant to the rules contained in Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, U.S. Holders should 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 such 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. No cash will be distributed pursuant to the Merger to U.S. Holders. As a result, U.S. Holders exchanging Churchill Securities for Post-Combination Company Securities are likely to be subject to tax liability with respect to the Merger without the corresponding receipt of cash. U.S. Holders are urged to consult their own tax advisers regarding the application of Section 367(a) of the Code and the computation of any tax liability resulting from the Merger. For additional discussion, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Merger.”

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.

Most members of the Post-Combination Company’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. The Post-Combination Company’s management team may not successfully or efficiently manage the Post-Combination Company’s transition to a public company subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from the Post-Combination Company’s senior management team and could divert their attention away from the day-to-day management of the Post-Combination Company’s business, which could adversely affect its business, results of operations, cash flows and financial condition. In addition, the Post-Combination Company expects to hire additional personnel to support its operations as a public company, which will increase its operating costs in future periods.

As a foreign private issuer, the Post-Combination Company is exempt from a number of rules under the U.S. securities laws and is permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the Post-Combination Company Public Securities.

Upon the consummation of the Business Combination, the Post-Combination Company will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of

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an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to the Post-Combination Company on June 30, 2024.

As a foreign private issuer, the Post-Combination Company will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, the Post-Combination Company will be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, the Post-Combination Company’s officers and directors will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of the Post-Combination Company’s securities. Moreover, while the Post-Combination Company expects to submit quarterly interim consolidated financial data to the SEC on Form 6-K, the Post-Combination Company will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Accordingly, there may be less publicly available information concerning the Post-Combination Company’s business than there would be if the Post-Combination Company was a U.S. public company.

As the Post-Combination Company is a foreign private issuer, the Post-Combination Company may follow certain home country corporate governance practices, and its shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market’s corporate governance requirements.

Certain accommodations in the Nasdaq Capital Market’s corporate governance standards allow foreign private issuers, such as the Post-Combination Company, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards. The corporate governance standards of the Nasdaq Capital Market generally require an issuer to obtain shareholder approval for the issuance of securities in connection with certain events, including (i) in connection with the acquisition of stock or assets of another company; (ii) when it would result in a change of control; (iii) when a share option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares may be acquired by officers, directors, employees, or consultants; or (iv) in connection with certain private placements.

As a foreign private issuer, the Post-Combination Company will be exempt from these requirements and may elect not to obtain shareholders’ approval prior to any further issuance of the Post-Combination Company Public Securities other than as may be required by the laws of England and Wales. Accordingly, the Post-Combination Company may not receive the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market’s corporate governance requirements. Unlike the requirements of the Nasdaq Capital Market for U.S. domestic issuers, the Post-Combination Company is not required to have a board consisting of a majority of independent directors, nor is it required to have a compensation committee or a nomination or corporate governance committee consisting entirely of independent directors, obtain shareholders’ approval for issuance of securities in certain situations or have regularly scheduled executive sessions with only independent directors each year. The Post-Combination Company does intend to rely on home country accommodations, as long as the Post-Combination Company qualifies as a foreign private issuer. As a result, the Post-Combination Company does not expect that a majority of its directors will be independent upon the consummation of the Business Combination. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market.

The Post-Combination Company would be required to disclose any significant way in which its corporate governance practices differ from those followed by U.S. domestic companies under the Nasdaq Capital Market listing standards in its annual report on Form 20-F filed with the SEC or on its website. Accordingly, the Post-Combination Company anticipates making such disclosure.

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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.

As a private company, CorpAcq has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. Following the Business Combination, the Post-Combination Company will become subject to Section 404 of the Sarbanes-Oxley Act, which requires public companies to include a report of management on their internal control over financial reporting in certain of its filings. In addition, when the Post-Combination Company is no longer an emerging growth company, its independent registered public accounting firm must attest to and report on the effectiveness of the Post-Combination Company’s internal control over financial reporting.

CorpAcq has identified material weaknesses in its internal control over financial reporting. In the course of auditing the CorpAcq financial statements as of and for the years ended December 31, 2022 and 2021, CorpAcq and its independent registered public accounting firm identified material weaknesses in the internal control over financial reporting of CorpAcq as well as other control deficiencies. CorpAcq’s management determined that as of June 30, 2023, and for the six months ended June 30, 2023 in the restated consolidated financial statements, those material weaknesses in the internal control over financial reporting continue to exist.

As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. As of the years ended December 31, 2022 and 2021, and as of June 30, 2023 and for the six months ended June 30, 2023, the material weaknesses identified, at both the parent and subsidiary levels, relate to (i) inadequate design and implementation of internal controls as it relates to the assessment of proper accounting for customer contracts and revenue recognition, business combinations and other fair value measurements, the review of tax provisions and cash flow statement disclosures; (ii) lack of effective oversight over financial reporting, and internal control, including inadequate documentation of the control environment, as well as inadequate cut-off procedures related to inventory in transit; (iii) lack of adequate segregation of duties over key processes, including period end financial reporting and controls over record keeping and documentation around operational activities; (iv) lack of adequately designed information technology general controls and controls over the review of service organization reports over critical vendors for financial reporting.

As a result, CorpAcq is in the process of designing and implementing the following measures to strengthen its SEC financial reporting capabilities and its internal audit function, CorpAcq plans to take the following actions:

(1)

CorpAcq will seek to hire additional accounting and finance resources with appropriate technical accounting and reporting experience to execute key controls related to various financial reporting processes;

(2)

CorpAcq will seek to document, evaluate, remediate and test internal controls over financial reporting, including those that operate at a sufficient level of precision and frequency or that evidence the performance of the control; and

(3)

CorpAcq will seek to assess existing entity-level controls and information technology general controls and, as necessary, design and implement enhancements to such controls and related processes.

As of the date of this proxy statement/prospectus, CorpAcq is in the early stages of designing and implementing a plan to remediate the material weaknesses identified. For instance, CorpAcq has planned an assessment of its internal control gaps by specialized consultants, as well as the adoption of processes and corrections of controls arising from this evaluation. CorpAcq notes that these remediation efforts will require validation and testing of the design and operating effectiveness of internal controls over a sustained

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period of financial reporting cycles. As a result, the timing of when CorpAcq will be able to fully remediate the material weaknesses is uncertain. While CorpAcq is working to remediate the material weaknesses as timely and efficiently as possible, at this time CorpAcq cannot provide an estimate of the time it will take to fully complete this remediation plan. CorpAcq does, however, intend to remediate the identified material weaknesses prior to becoming subject to the management reporting requirements of Section 404(a) of the Sarbanes-Oxley Act, which requirement will first apply to CorpAcq’s second annual report filed with the SEC. CorpAcq will be subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act when CorpAcq no longer qualifies as an “emerging growth company.”

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

CorpAcq cannot be certain that these measures will successfully remediate the material weaknesses or that other material weaknesses will not be discovered in the future. If CorpAcq’s efforts are not successful or other material weaknesses or control deficiencies occur in the future, CorpAcq may be unable to report its financial results accurately or on a timely basis or identify or prevent fraud, which could cause its reported financial results to be materially misstated and result in the financial statements having to be restated or loss of investor confidence and cause the market price of the Post-Combination Company Securities to decline. In addition, it could in turn lead to the delisting of the Post-Combination Company Securities from the exchange on which they are listed and limit the Post-Combination Company’s ability to raise additional capital. Additionally, ineffective internal control over financial reporting could expose it to increased risk of fraud or misuse of corporate assets and subject it to potential regulatory investigations, civil or criminal sanctions and litigation and related damages.

The Post-Combination Company will be subject to the Sarbanes-Oxley Act. In the course of satisfying the management reporting requirements of Section 404 of the Sarbanes-Oxley Act, the Post-Combination Company’s management may conclude that its internal control over financial reporting is not effective. Moreover, even if the Post-Combination Company’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm, after conducting such public accounting firm’s own independent testing, may issue a report that is qualified if it is not satisfied with the Post-Combination Company’s internal controls or the level at which its controls are documented, designed, operated or reviewed, or if such public accounting firm interprets the relevant requirements differently from the Post-Combination Company. In addition, the Post-Combination Company’s reporting obligations may place a significant strain on its management, operational and financial resources and systems and its management may be unable to complete its evaluation testing and any required remediation on a timely basis.

During the course of documenting and testing its internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, the Post-Combination Company may identify other weaknesses and deficiencies in its internal control over financial reporting. In addition, if the Post-Combination Company fails to maintain the adequacy of its internal control over financial reporting it may not be able to conclude, on an ongoing basis, that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by its independent registered public accounting firm and their attestation reports. The failure of the Post-Combination Company’s management or its independent registered public accounting firm to be able to attest to the adequacy of its internal control over financial reporting could have a material adverse effect on its business, financial condition and results of operations and the market price of the Post-Combination Company 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.

For so long as the Post-Combination Company qualifies as a foreign private issuer, it is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable

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to U.S. domestic issuers. The Post-Combination Company may no longer be a foreign private issuer as early as June 30, 2024 (the last business day of its most recently completed second fiscal quarter that follows the consummation of the Business Combination), which would require the Post-Combination Company to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers as of January 1, 2025. In order to maintain the Post-Combination Company’s current status as a foreign private issuer, either (a) a majority of the Post-Combination Company’s securities must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of the Post-Combination Company’s executive officers or directors cannot be United States citizens or residents, (ii) more than 50% of the Post-Combination Company’s assets must be located outside the United States and (iii) the Post-Combination Company’s business must be administered principally outside the United States. If the Post-Combination Company loses its status as a foreign private issuer, the Post-Combination Company would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. The Post-Combination Company may also be required to make changes in the Post-Combination Company’s corporate governance practices in accordance with various SEC and the Nasdaq Capital Market rules. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. The Post-Combination Company would also have to mandatorily comply with U.S. federal proxy requirements, and the Post-Combination Company’s officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.

The regulatory and compliance costs to the Post-Combination Company under U.S. securities laws if the Post-Combination Company is required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost the Post-Combination Company would incur as a foreign private issuer. As a result, the Post-Combination Company expects that a loss of foreign private issuer status would increase its legal and financial compliance costs and is likely to make some activities highly time consuming and costly. The Post-Combination Company also expects that if the Post-Combination Company was required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for the Post-Combination Company to obtain director and officer liability insurance, and the Post-Combination Company may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for the Post-Combination Company to attract and retain qualified members of the Post-Combination Company’s board of directors.

The Post-Combination Company may qualify as an “emerging growth company” and the Post-Combination Company cannot be certain if the reduced reporting and disclosure requirements applicable to “emerging growth companies” will make the Post-Combination Company’s securities less attractive to investors.

The Post-Combination Company may qualify as an “emerging growth company” as defined in the JOBS Act, and the Post-Combination Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, disclosure obligations regarding executive compensation in the Post-Combination Company’s periodic reports, and the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The Post-Combination Company will remain an “emerging growth company” until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the first sale of the Post-Combination Company Ordinary A1 Shares pursuant to an effective registration statement, (b) in which the Post-Combination Company has a total annual gross revenue of at least $1.235 billion, or (c) in which the Post-Combination Company is deemed to be a large accelerated filer, which means the market value of the Post-Combination Company’s common equity that is held by non-affiliates exceeds $700 million as of the last

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business day of its most recently completed second fiscal quarter; and (ii) the date on which the Post-Combination Company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

The Post-Combination Company cannot predict if investors will find its securities less attractive if the Post-Combination Company chooses to rely on these exemptions. If some investors find the Post-Combination Company’s securities less attractive as a result, there may be a less active trading market for the Post-Combination Company’s securities, and the price of the Post-Combination Company’s securities may be more volatile.

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.

As a publicly-traded company in the United States, the Post-Combination Company will be subject to the reporting requirements of the Exchange Act and Sarbanes Oxley Act. As a private company, CorpAcq has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. In addition, CorpAcq’s subsidiaries prepare separate financial statements under UK GAAP for statutory purposes, and therefore differences in financial reporting under IFRS may occur. Accordingly, the Post-Combination Company will be required to establish and maintain internal controls over financial reporting and disclosure controls and procedures and to comply with certain of these requirements. Even when such controls are implemented, the Post-Combination Company will not be able to guarantee that its internal controls and disclosure controls and procedures will prevent all possible errors.

Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Post-Combination Company’s business have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty and subject to simple error or mistake, which may be heightened due to decentralized organizational model governing CorpAcq’s subsidiaries where they are largely responsible for and conduct the business independently. Furthermore, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any system of controls may not succeed in achieving its stated goals under all potential future conditions. Over time, measures of control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

If the Post-Combination Company is not able to comply with the financial reporting requirements of Regulation S-X or the requirements under the Sarbanes-Oxley Act in a timely manner, or if it is unable to maintain proper and effective internal controls, it may not be able to produce timely and accurate financial statements as required under the financial reporting requirements of the Securities and Exchange Act of 1934. If that were to happen, the market price of the Post-Combination Company Public Securities could decline and it could be subject to sanctions or investigations by the Commission or other regulatory authorities.

Because the Post-Combination Company’s securities will be listed on the Nasdaq Capital Market, it must comply with the Nasdaq Capital Market’s initial listing and continued listing standards. A failure to comply with such standards could result in the Post-Combination Company’s securities being delisted.

Because the Post-Combination Company’s stock will be listed on the Nasdaq Capital Market, the Post-Combination Company must comply with Nasdaq Capital Market’s initial listing and continued listing requirements, which would require the Post-Combination Company to meet certain quantitative and qualitative standards on a continuing basis to remain listed on the exchange. Quantitatively, these requirements include, among others, maintaining certain share prices, financial and share distribution targets, maintaining a minimum amount of stockholders’ equity and a minimum number of public shareholders as required

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by the Nasdaq Capital Market. Qualitatively, these requirements, which are subject to the phase-in rules and accommodations available to foreign private issuers, include, among others, maintaining a majority independent board, holding regularly scheduled executive sessions, and creating Board committees that satisfy the Nasdaq Capital Market’s independence standards. In addition, the Post-Combination Company would need to comply with Nasdaq Capital Market-specific rules for soliciting proxies and obtaining requisite shareholder approval for certain issuances of securities. If the Post-Combination Company fails to meet these quantitative or qualitative Nasdaq Capital Market standards, then the Nasdaq Capital Market may delist its securities. If this occurs and the Post-Combination Company is unable to list its securities on another national securities exchange, it could experience a number of adverse consequences, including: limited availability of market quotations for its common stock, reduced liquidity for its securities and a decreased ability to issue additional securities or obtain additional financing in the future.

The U.K. City Code on Takeovers and Mergers may apply to the Post-Combination Company and therefore the rights of the Post-Combination Company may differ from the rights typically offered to shareholders of a U.S. corporation.

The U.K. City Code on Takeovers and Mergers (the “UK Takeover Code”) applies, among other things, to all offers for public companies which have their registered offices in the United Kingdom, Channel Islands or the Isle of Man: (i) if any of their securities are admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom or any stock exchange in the Channel Islands or the Isle of Man; or (ii) which are considered by the Panel on Takeovers and Mergers (the “UK Takeover Panel”) to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man (in each case, a “UK Code Company”). The determination of a company’s place of central management and control is known as the “residency test.” Under the UK Takeover Code, the UK Takeover Panel will determine whether the Post-Combination Company has its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man by looking at various factors, including the structure of the Post-Combination Company’s board of directors, the functions of the directors, and where they are resident.

If the UK Takeover Panel determines that the residency test is satisfied and the Post-Combination Company has its place of central management and control in the United Kingdom, any takeover offer for the Post-Combination Company would be subject to a number of rules and restrictions, including but not limited to the following: (i) the Post-Combination Company’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) the Post-Combination Company might not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing the Post-Combination Company Ordinary Shares or carrying out acquisitions or disposals; and (iii) the Post-Combination Company would be obliged to provide equality of information to all bona fide competing bidders.

The UK Takeover Code also contains certain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the UK Takeover Code, if a person:

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acquires an interest in shares of a UK Code Company that, when taken together with shares in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of the UK Code Company; or

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who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% but does not hold shares carrying more than 50% of the voting rights in the UK Code Company, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the UK Takeover Panel) to make a cash offer (or provide a cash alternative) for the UK Code Company’s outstanding shares at a price not less than the highest price paid for any interests in the UK Code Company’s shares by the acquirer or its concert parties during the previous 12 months. There is risk, therefore, that the acquirer, or its concert parties, cannot acquire more Post-Combination Company Ordinary Shares without triggering a mandatory bid for the Post-Combination Company.

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Upon the consummation of the Business Combination, the Post-Combination Company expects a majority of the Post-Combination Company Board to reside in the United Kingdom. Therefore, based upon its current and intended plans for its directors and management, for the purposes of the UK Takeover Code, the Post-Combination Company anticipates that the residency test will be met and that the Post-Combination Company will be considered to have its place of central management and control inside the United Kingdom, the Channel Islands or the Isle of Man. Therefore, the UK Takeover Code is expected to apply to the Post-Combination Company. It is possible that in the future, changes in the Post-Combination Company Board’s composition, changes in the UK Takeover Panel’s interpretation of the UK Takeover Code, or other events may cause the UK Takeover Code not to apply to the Post-Combination Company.

If one or more CorpAcq Shareholders do not adhere to the terms of the Merger Agreement, there will be a period following Closing whereby CorpAcq will not be wholly owned by BermudaCo and it will be necessary to exercise the Drag Along Rights under the CorpAcq Articles to procure the transfer of all remaining CorpAcq Ordinary Shares to the Post-Combination Company and subsequently BermudaCo.

To the extent that one or more existing CorpAcq Shareholders do not enter into a joinder to the Merger Agreement prior to Closing or otherwise deliver a valid transfer instrument in respect of their CorpAcq Ordinary Shares in favor of Post-Combination Company (the “Drag Sellers”), Orange UK Holdings Limited (the “Proposing Drag Seller”) shall exercise the drag-along rights contained within the CorpAcq Articles (the “Drag Along Rights”). The Drag Along Rights permit the Proposing Drag Seller to require the Drag Sellers to transfer all of their CorpAcq Ordinary Shares to the Post-Combination Company on the same terms as the Proposing Drag Seller subject to and in accordance with the CorpAcq Articles (the “Drag-Along Sale”).

Pursuant to the terms of the CorpAcq Articles, CorpAcq must redeem the outstanding CorpAcq Preferred Shares in full upon the consummation of the transfer of a simple majority of CorpAcq Ordinary Shares and before any Drag-Along Sale can be completed (the “CorpAcq Preferred Redemption”). To effect the CorpAcq Preferred Redemption, CorpAcq is required to have sufficient distributable reserves, which is not anticipated as being the case immediately prior to the consummation of the Business Combination.

Pursuant to Article 35.5 of the CorpAcq Articles, CorpAcq shall, to the extent legally permissible, use its best efforts to create and procure the creation of appropriate distributable reserves to implement the CorpAcq Preferred Redemption. It is envisaged that in accordance with the terms of the Merger Agreement, at the Closing and immediately following the Churchill Stock Repurchase and PubCo’s receipt of the CorpAcq Preferred Redemption Amount, PubCo will provide to CorpAcq an amount of cash necessary to enable CorpAcq to create sufficient distributable reserves to effect the CorpAcq Preferred Redemption.

Until such time as CorpAcq has sufficient distributable reserves, CorpAcq Preferred Redemption will remain an outstanding obligation being due and payable to the holders of the CorpAcq Preference Shares and the Drag Along Sale cannot be completed.

In addition, any Drag-Along Sale remains subject to any delays or risks arising from any CorpAcq Shareholder seeking to challenge or otherwise frustrate the implementation of the Drag-Along Sale.

Until such time as the Drag-Along Sale is fully implemented and the legal ownership of all CorpAcq Ordinary Shares have been transferred to the Post-Combination Company, any distributions declared by CorpAcq and dividends payable to its shareholders will include any remaining minority CorpAcq Ordinary Shareholders. In addition, such CorpAcq ordinary shareholders will continue to be able to exercise any voting rights as holders of such CorpAcq Ordinary Shares for so long as they remain the legal owner of such CorpAcq Ordinary Shares which carry any voting rights.

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 be volatile and could decline significantly following the Business Combination.

Prior to the Business Combination, there has not been a public market for the Post-Combination Company Public Securities. An active trading market for the Post-Combination Company Public Securities

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may never develop or, if developed, it may not be sustained. The stock markets, including the Nasdaq Capital Market, on which the Post-Combination Company will 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 a Valuation Report is not obtained prior to the Effective Time), have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the Post-Combination Company Public Securities, the market price of the Post-Combination Company Public Securities may be volatile and could decline significantly due to various factors, some of which are beyond the Post-Combination Company’s control. In addition, the trading volume in the Post-Combination Company Public Securities may fluctuate and cause significant price variations to occur. The valuation ascribed to the Post-Combination Company in the Business Combination may not be indicative of the price of the Post-Combination Company Public Securities that will prevail in the trading market. If the market price of the Post-Combination Company Public Securities declines significantly, you may be unable to resell your Post-Combination Company Public Securities at or above the market price of the Post- Combination Company Public Securities as of the date of the consummation of the Business Combination, contributing to the loss of all or part of your investment. Any of the factors listed below could have a material and adverse effect on the trading price of the Post-Combination Company Public Securities, which may trade at prices significantly below the price you paid for the shares of Churchill Class A Common Stock that were converted into the Post-Combination Company Ordinary A1 Shares and in the Business Combination. In such circumstances, the trading price of the Post-Combination Company Public Securities may not recover and may experience a further decline.

PubCo cannot assure you that the market price of the Post-Combination Company Public Securities will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

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actual or anticipated fluctuations in the Post-Combination Company’s periodic financial results or the periodic financial results of companies perceived to be similar to the Post-Combination Company;

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changes in the market’s expectations about the Post-Combination Company’s operating results;

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the public’s reaction to the Post-Combination Company’s press releases, other public announcements and filings with the SEC;

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speculation in the press or investment community;

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success of competitors;

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actual or anticipated differences in CorpAcq’s estimates, or in the estimates of analysts, for the Post- Combination Company’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

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changes in financial estimates and recommendations by securities analysts concerning the Post-Combination Company or the market in general;

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operating and stock price performance of other companies that investors deem comparable to the Post-Combination Company;

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the Post-Combination Company’s ability to market new and enhanced features or services on a timely basis;

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changes in laws and regulations affecting the Post-Combination Company’s business;

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commencement of, or involvement in, litigation involving the Post-Combination Company;

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changes in the Post-Combination Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of the Post-Combination Company Public Securities available for public sale;

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trading volume of the Post-Combination Company Public Securities on the Nasdaq Capital Market;

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any major change in the Board or management;

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future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases of the Post-Combination Company Public Securities;

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sales of substantial amounts of the Post-Combination Company Public Securities by the Post-Combination Company’s directors, officers or significant stockholders or the perception that such sales could occur;

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broad disruptions in the financial markets, including sudden disruptions in the credit markets;

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the realization of any of the risk factors presented in this proxy statement/prospectus;

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additions or departures of key personnel;

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failure to comply with the requirements of the Nasdaq Capital Market;

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failure to comply with the Sarbanes Oxley Act or other laws or regulations;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines; and

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general economic and political conditions, including those resulting from recessions, interest rates, international currency fluctuations and health epidemics and pandemics (including the ongoing COVID-19 pandemic), inflation, changes in diplomatic and trade relationships, natural disasters and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Post-Combination Company Public Securities irrespective of its operating performance. The stock market in general and the Nasdaq Capital Market have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Post-Combination Company’s Securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Post-Combination Company could depress the price of the Post-Combination Company Public Securities regardless of the Post-Combination Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Combination Company Public Securities also could adversely affect its ability to issue additional securities and obtain additional financing in the future.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs, divert the Post-Combination Company’s management’s attention and resources from operating the business, and could require the Post-Combination Company to make substantial payments to satisfy judgments or to settle litigation. Any of these results could have a material and adverse effect on the Post-Combination Company’s results of operations.

Future resales of the Post-Combination Company Public Securities may cause the market price of the Post-Combination Company Public Securities to drop significantly, even if the Post-Combination Company business is doing well.

Pursuant to the Merger Agreement, all Sellers and Drag Sellers who hold both: (i) one or more shares of CorpAcq immediately prior to the CorpAcq Sale, and (ii) one or more the Post-Combination Company Ordinary Shares immediately following the Closing or, in the case of the Drag Sellers, one or more Post-Combination Company Ordinary Shares immediately following the consummation of the Drag Along Sale (each such Seller or Drag Seller, an “Eligible Earnout Party”) has agreed not to transfer any Post-Combination Company Ordinary Shares or the Post-Combination Company Class C-2 Shares held by such Eligible Earnout Party (including any received in connection with the transactions that will be undertaken in connection with the Business Combination), subject to certain exceptions until (x) one year following the Closing Date, in the case of any Seller or Eligible Earnout Party that is a member of management of CorpAcq immediately prior to Closing or (y) 180 days following the Closing Date in the case of all Sellers or Eligible Earnout Parties that are not members of management of CorpAcq immediately prior to Closing, in each case, subject to certain exceptions set forth in the Merger Agreement.

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Pursuant to the Registration Rights Agreement, the Registration Rights Holders have agreed, subject to Permitted Transfers (as defined in the Registration Rights Agreement) and with the exception of the Sponsor, Insiders (as defined in the Sponsor Agreement) and their Permitted Transferees who are subject to the restrictions on transfer under the Sponsor Agreement, not to transfer any Equity Security (as defined in the Registration Rights Agreement) of the Post-Combination Company during the period commencing on the Closing Date and ending on, (i) in the case of Earnout Shares (a) for holders who are members of management of CorpAcq immediately prior to the Closing, the later of one year following the Closing Date and the date such Equity Securities become vested under the Merger Agreement or Sponsor Agreement and (b) for holders who are not members of management of CorpAcq immediately prior to the Closing, the later of 180 days following the Closing Date and the date such Equity Securities become vested under the Merger Agreement or Sponsor Agreement, and (ii) in the case of non-Earnout Shares (x) for holders who are members of management of CorpAcq immediately prior to the Closing, one year following the Closing Date, and (y) for holders who are not members of management of CorpAcq immediately prior to the Closing, 180 days following the Closing Date.

In addition, pursuant to the Sponsor Agreement, the Sponsor and each Insider agreed that it, he or she shall not transfer, subject to certain exceptions: (A) 50% of its, his or her (i) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (ii) the Post-Combination Company Warrants or Post-Combination Company Class C Shares (or Post-Combination Company Ordinary A1 Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, until the twelve-month anniversary of the Closing Date; and (B) the remaining 50% of such securities received pursuant to the Merger Agreement, until the 18-month anniversary of the Closing Date.

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement the Post-Combination Company files pursuant to the above-referenced Registration Rights Agreement, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144, the Eligible Earnout Parties, and certain other significant shareholders, may sell large amounts of the Post-Combination Company Public Securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Post-Combination Company Public Securities or putting significant downward pressure on the price of the Post-Combination Company Public Securities.

The Post-Combination Company cannot predict the size of future issuances of the Post-Combination Company Public Securities or the effect, if any, that future issuances and sales of shares of the Post-Combination Company Public Securities will have on the market price of the Post-Combination Company Public Securities. Sales of substantial amounts of the Post-Combination Company Public Securities (including those issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of the Post-Combination Company Public Securities.

The grant and future exercise of registration rights may adversely affect the market price of the Post-Combination Company Public Securities following the consummation of the Business Combination.

Pursuant to the Registration Rights Agreement, the Registration Rights Holders can demand that the Post-Combination Company register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that the Post-Combination Company undertakes. In addition, the Post-Combination Company is required to file and maintain an effective registration statement under the Securities Act covering such securities of the Post-Combination Company. Additionally, pursuant to the Registration Rights Agreement, the Post-Combination Company must file registration statements, within 15 business days and 45 calendar days, respectively, after the Closing, registering the resale of Equity Securities (as defined in the Registration Rights Agreement) then held by the Registration Rights Holders. The registration of the resale of these securities will permit the public sale of such securities.

The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Post-Combination Company Public Securities.

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The Post-Combination Company Class C-1 Shares or the Post-Combination Company Public Warrants (as applicable) will become exercisable for Post-Combination Company Ordinary A1 Shares, which would increase the number of Post-Combination Company Ordinary A1 Shares eligible for future resale in the public market and result in dilution to the Post-Combination Company shareholders.

Churchill has issued Churchill Public Warrants to purchase 27,600,000 shares of Churchill Class A Common Stock as part of the Churchill IPO and Churchill Private Placement Warrants to the Sponsor to purchase 32,600,000 shares of Churchill Class A Common Stock, in each case at $11.50 per share. The Churchill Private Placement Warrants are identical to the Churchill Public Warrants sold as part of the Churchill Public Units except that, so long as the Churchill Private Placement Warrants are held by the Sponsor or its permitted transferees, the Churchill Private Placement Warrants: (i) will not be redeemable by Churchill, except as described in the Existing Warrant Agreement; (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial business combination (such transfer restrictions also apply to the Churchill Class A Common Stock issuable upon exercise of the Churchill Private Placement Warrants); (iii) may be exercised by the holders on a cashless basis; and (iv) are subject to registration rights. The Churchill Warrants will become exercisable 30 days after the consummation of the Business Combination. For additional information regarding the Churchill Warrants, please see the Existing Warrant Agreement, attached hereto as Annex F.

In connection with the Business Combination, in the event the Warrant Amendment Proposal is approved and a Valuation Report is obtained prior to the Effective Time, each Churchill Warrant will convert into a Post-Combination Company Class C Share, which will be exercisable for a Post-Combination Company Ordinary A1 Share and subject to substantially the same terms as were applicable to the Churchill Warrants under the Existing Warrant Agreement. In the event the Warrant Amendment Proposal is not approved or a Valuation Report is not obtained prior to the Effective Time, each Churchill Warrant will convert into one Post-Combination Company Warrant, which will be exercisable for one Post-Combination Company Ordinary A1 Share and subject to substantially the same terms as were applicable to the Churchill Warrants under the Existing Warrant Agreement (see “Description of Post-Combination Company Securities — Post-Combination Company Warrants”). The shares of Churchill Class A Common Stock and, following the Closing, the Post-Combination Company Ordinary A1 Shares issued upon exercise of the Post-Combination Company Class C Shares will result in dilution to then existing Post-Combination Company shareholders and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Post-Combination Company Public Securities.

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 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

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Amendment Agreement for a description of the rights of the Post-Combination Class C-1 Shares and the Post-Combination Company Warrants.

The Post-Combination Company may issue additional equity securities or convertible debt securities without the approval of the holders of the Post-Combination Company Public Securities, which would dilute ownership interests and may depress the market price of the Post-Combination Company Public Securities.

The Post-Combination Company will continue to require significant capital investment to support its business, and the Post-Combination Company may issue additional equity securities or convertible debt securities of equal or senior rank in the future without approval of the holders of the Post-Combination Company Public Securities in certain circumstances.

The Post-Combination Company’s issuance of additional equity securities or convertible debt securities of equal or senior rank may have the following effects: (i) the Post-Combination Company’s shareholders’ proportionate ownership interest in the Post-Combination Company may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding Post-Combination Company Ordinary A1 Share may be diminished; and (iv) the market price of the Post-Combination Company Public Securities may decline.

Furthermore, it is anticipated that employees of the Post-Combination Company and its subsidiaries will be granted equity awards under the Omnibus Incentive Plan and non-employee directors of, and consultants to, the Post-Combination Company and its subsidiaries may be granted equity awards under the Non Employee Plan. Holders of the Post-Combination Company Public Securities will experience additional dilution when those equity awards become vested and settled or exercised, as applicable, for the Post-Combination Company Public Securities. See “Compensation Arrangements after the Business Combination.”

Terms of subsequent financing of the Post-Combination Company may adversely impact shareholder equity.

If the Post-Combination Company raises more equity capital from the sale of Post-Combination Company Ordinary A1 Shares, such equity could be offered at a price more favorable than the then current market price of the Post-Combination Company Ordinary A1 Shares. The issuance of further Post-Combination Company Ordinary A1 Shares would dilute the ownership of CorpAcq’s existing shareholders. If the Post-Combination Company issues debt securities, the holders of the debt would have a claim to the assets of the Post-Combination Company that would be prior to the rights of the Post-Combination Company shareholders until the debt is paid. Interest on these debt securities would increase costs and could negatively impact the Post-Combination Company’s operating results may also reduce or eliminate the amount of cash available for payment of dividends to CorpAcq’s holders of the Post-Combination Company Ordinary A1 Shares.

In accordance with the laws of England and Wales and the provisions of the Post-Combination Articles, the Post-Combination Company may issue one or more classes or series of preference shares that ranks senior in right of dividends, liquidation or voting to the Post-Combination Company Ordinary A1 Shares. Preference shares may have such designations, preferences, limitations and relative rights, including preferences over the Post-Combination Company Ordinary A1 Shares respecting dividends and distributions, as the Post-Combination Company Board may determine, and the issuance of preference shares would dilute the ownership of existing shareholders. The terms of one or more classes or series of preference shares could adversely impact the voting power or value of the Post-Combination Company Ordinary A1 Shares. For example, CorpAcq might grant holders of preference shares the right to elect some number of the Post-Combination Company directors in all events or on the occurrence of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that the Post-Combination Company might assign to holders of preference shares could affect the residual value of the Post-Combination Company Ordinary A1 Shares. The terms of any series of preference shares may also reduce or eliminate the amount of cash available for payment of dividends to CorpAcq’s holders of the Post-Combination Company Ordinary A1 Shares or subordinate the claims of the holders of Post-Combination Company Ordinary A1 Shares to the Post-Combination Company’s assets in the event of its liquidation. The Post-Combination Company will not be subject to redemption or sinking fund provisions.

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The market price and trading volume of the Post-Combination Company Public Securities may be volatile and could decline significantly following the Business Combination.

The stock markets, including the Nasdaq Capital Market, on which the Post-Combination Company intends to list the Post-Combination Company Ordinary A1 Shares and the Post-Combination Company Class C-1 Shares (or the Post-Combination Company Public Warrants if the Warrant Amendment Proposal is not approved or a Valuation Report is not obtained prior to the Effective Time), have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the Post-Combination Company Public Securities, the market price of the Post-Combination Company Public Securities may be volatile and could decline significantly. In addition, the trading volume in the Post-Combination Company Public Securities may fluctuate and cause significant price variations to occur. If the market price of the Post-Combination Company Public Securities declines significantly, you may be unable to resell your Post-Combination Company Public Securities at or above the market price of the Post-Combination Company Public Securities as of the date of the consummation of the Business Combination. The Post-Combination Company cannot assure you that the market price of the Post-Combination Company Public Securities will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

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the realization of any of the risk factors presented in this proxy statement/prospectus;

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actual or anticipated differences in CorpAcq’s estimates, or in the estimates of analysts, for the Post-Combination Company’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

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additions and departures of key personnel;

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failure to comply with the requirements of the Nasdaq Capital Market;

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failure to comply with the Sarbanes Oxley Act or other laws or regulations;

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future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of the Post-Combination Company Public Securities;

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publication of research reports about the Post-Combination Company;

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the performance and market valuations of other similar companies;

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commencement of, or involvement in, litigation involving the Post-Combination Company;

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broad disruptions in the financial markets, including sudden disruptions in the credit markets;

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speculation in the press or investment community;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines; and

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other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 pandemic), natural disasters, war, acts of terrorism or responses to these events.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their securities. This type of litigation could result in substantial costs and divert the Post-Combination Company’s management’s attention and resources, which could have a material and adverse effect on the Post-Combination Company’s results of operations.

The requirements of being a public company may strain the Post-Combination Company’s resources and distract its management, which could make it difficult to manage its business.

The Post-Combination Company is required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and will result in increased costs to the Post-Combination Company and could have a negative effect on the Post-Combination Company’s results of operations, financial condition or business.

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As a public company, the Post-Combination Company is subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes Oxley Act. These requirements may place a strain on the Post-Combination Company’s systems and resources. The Exchange Act requires that the Post-Combination Company file an annual report with respect to its business and financial condition. In addition, it intends to publish certain results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to certain financial results and material events will also be furnished to the SEC on Form 6-K. The Sarbanes Oxley Act requires that the Post-Combination Company implement and maintain effective disclosure controls and procedures and internal controls over financial reporting. To implement, maintain and improve the effectiveness of its disclosure controls and procedures, the Post-Combination Company will need to commit significant resources, hire additional staff and provide additional management oversight. The Post-Combination Company has implemented and will continue to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Also, sustaining the growth of the Post-Combination Company will require the Post-Combination Company to commit additional management, operational and financial resources to identify new professionals to join it and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material and adverse effect on the Post-Combination Company’s results of operations, financial condition or business.

The Post-Combination Company’s independent registered public accounting firm will not be required to formally attest to the effectiveness of the Post-Combination Company’s internal controls over financial reporting so long as the Post-Combination Company remains an emerging growth company. CorpAcq has identified material weaknesses in its internal control over financial reporting related to not maintaining an effective control environment and cannot assure you that there will not be material weaknesses or significant deficiencies in its internal controls in the future.

The Post-Combination Company expects to incur additional expenses and devote increased management effort toward ensuring compliance with the applicable regulations. The Post-Combination Company cannot predict or estimate the amount of additional costs the Post-Combination Company may incur as a result of becoming a public company or the timing of such costs.

There will be material differences between your current rights as a holder of the Churchill Class A Common Stock and the rights you will have as a holder of the Post-Combination Company Ordinary A1 Shares, some of which may adversely affect you.

Upon the consummation of the Business Combination, holders of Churchill Class A Common Stock will no longer be shareholders of Churchill, but will be shareholders of the Post-Combination Company, which is a public limited company incorporated under the laws of England and Wales. There will be material differences between the current rights of holders of Churchill Class A Common Stock and the rights you can expect to have as a holder of the Post-Combination Company Public Securities, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of holders of Churchill Class A Common Stock and holders of the Post-Combination Company Public Securities (see “Comparison of Stockholder’s Rights”).

Upon the consummation of the Business Combination, Churchill stockholders will become holders of the Post-Combination Company Ordinary A1 Shares, and the holders of the Churchill Warrants will become holders of the Post-Combination Company Class C Shares or the Post-Combination Company Warrants (as applicable). The market price for the Post-Combination Company Public Securities may be affected by factors different from those that historically have affected Churchill.

Upon the consummation of the Business Combination, Churchill stockholders will become holders of the Post-Combination Company Ordinary A1 Shares and holders of the Churchill Warrants will become holders of the Post-Combination Company Class C Shares or the Post-Combination Company Warrants (as applicable). The Post-Combination Company’s business differs from that of Churchill, and, accordingly, the results of operations of the Post-Combination Company will be affected by some factors that are different from those currently affecting the results of operations of Churchill. Churchill is a special purpose acquisition company (“SPAC”) incorporated in the state of Delaware that is not engaged in any operating

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activity, directly or indirectly. The Post-Combination Company is a public limited company incorporated under the laws of England and Wales and, after the consummation of the Business Combination, the Post-Combination Company will be engaged in the business of acquiring and supporting subsidiaries across various industries. The Post-Combination Company’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which Churchill was not exposed.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about the Post-Combination Company, trading prices and trading volumes of the Post-Combination Company Public Securities could decline significantly.

The trading market for the Post-Combination Company Public Securities will depend, in part, on the research and reports that securities or industry analysts publish about the Post-Combination Company or its business. The Post-Combination Company may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of the Post-Combination Company, or if these securities or industry analysts are not widely respected within the general investment community, the demand for the Post-Combination Company Public Securities could decrease, which might cause its share price and trading volume to decline significantly. If the Post-Combination Company obtains securities or industry analyst coverage, if one or more of the analysts who cover the Post-Combination Company downgrade their assessment of the Post-Combination Company or publish inaccurate or unfavorable research about the Post-Combination Company’s business, the market price and liquidity for the Post-Combination Company Public Securities could be negatively impacted.

If the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time, the Existing Warrant Agreement will be amended and assigned by Churchill to the Post-Combination Company at the Closing. The Existing Warrant Agreement designates the courts of the State of New York or the U.S. District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of holders of the Post-Combination Company Public Warrants to obtain a favorable judicial forum for disputes with the Post-Combination Company in connection with such warrants.

The Existing Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Churchill (or the Post-Combination Company, if applicable) arising out of or relating in any way to the Existing Warrant Agreement, including under the Securities Act, may be brought and enforced in the courts of the State of New York or the U.S. District Court for the Southern District of New York, and (ii) that Churchill (or the Post-Combination Company) irrevocably submits to such jurisdiction, which jurisdiction shall not be exclusive. If the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time, the Existing Warrant Agreement will be amended and assigned by Churchill to the Post-Combination Company at the Closing. The Post-Combination Company will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Existing Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the Post-Combination Company Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Existing Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Existing Warrant Agreement, is filed in a court other than a court of the State of New York or the U.S. District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Post-Combination Company Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Post-Combination Company Warrant holder in any such enforcement action by service upon such Post-Combination Company Warrant holder’s counsel in the foreign action as agent for such Post-Combination Company Warrant holder.

This choice-of-forum provision may limit the ability of a holder of Post-Combination Company Warrants to bring a claim in a judicial forum that such holder finds favorable for disputes with the Post-Combination Company, which may discourage such lawsuits. Alternatively, if a court were to find this

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provision of the Existing Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the Post-Combination Company may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect the Post-Combination Company’s business, financial condition and results of operations and result in a diversion of the time and resources of the Post-Combination Company’s management and the Post-Combination Company Board.

You may face difficulties in protecting your interests, and your ability to protect your rights through United States courts may be limited, because the Post-Combination Company is incorporated under the laws of England and Wales and because the Post-Combination Company will conduct substantially all of its operations outside of the United States and a majority of the Post-Combination Company’s directors and executive officers will reside outside of the United States.

The Post-Combination Company is a public limited company incorporated under the laws of England and Wales and the Post-Combination Company currently conducts all of its substantive operations outside the United States. Substantially all of the Post-Combination Company’s assets are located outside the United States. The majority of Post-Combination Company’s officers and directors currently reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against the Post-Combination Company or against these individuals outside of the United States, if you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of England and Wales and of the jurisdictions in which the Post-Combination Company primarily operates could render you unable to enforce a judgment against the Post-Combination Company’s assets or the assets of the Post-Combination Company’s directors and officers.

The Post-Combination Company’s management has been advised that there is currently no treaty between the United States and the United Kingdom providing for the reciprocal recognition and enforcement of judgments of United States courts by the courts of England and Wales. Further, it is unclear if extradition treaties now in effect between the United States and applicable jurisdictions would permit effective enforcement of criminal penalties of U.S. federal securities laws.

In addition, the Post-Combination Company’s corporate affairs are governed by the Post-Combination Articles, the Companies Act and the laws of England and Wales. The rights of the Post-Combination Company’s shareholders and the fiduciary duties of the Post-Combination Company’s directors under the laws of England and Wales may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, England and Wales have a different body of securities laws than the United States. Some U.S. States, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than England and Wales. In addition, companies organized under the laws of England and Wales may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in England and Wales, which is the Post-Combination Company’s home jurisdiction, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent the Post-Combination Company chooses to follow home country practice with respect to corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of the above, the Post-Combination Company’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

The Post-Combination Company intends to grant share-based incentives following the Business Combination, which may result in increased share-based compensation expenses.

PubCo intends to adopt the Omnibus Incentive Plan and Non Employee Plan (together the “Equity Plans” each as defined and described further below) prior to Closing. The Omnibus Incentive Plan permits the award of options, stock appreciation rights, restricted stock, restricted stock units, performance awards,

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other stock-based awards, cash awards and substitute awards to employees of the Post-Combination Company and its subsidiaries and affiliates. The Non Employee Plan permits the award of restricted stock units to consultants and non-employee directors of the Post-Combination Company and the Post- Combination Company’s subsidiaries. The Post-Combination Company will account for compensation costs for all awards granted under the Omnibus Incentive Plan and the Non Employee Plan using a fair value based method and recognize expenses in its consolidated statements of profit or loss in accordance with IFRS.

The maximum number of Post-Combination Company Ordinary A1 Shares that may be issued under the Omnibus Incentive Plan after it is adopted and becomes effective and from time to time will be, without double counting, 10% of the sum of (A) the Post-Combination Company Ordinary A1 Shares in issue immediately after Closing, (B) the Post-Combination Company Ordinary A1 Shares comprising the Incremental Share Consideration, if any, (C) any vested Post-Combination Company Ordinary A2 Shares (to the extent not redeemed for Post-Combination Company Ordinary A1 Shares), (D) any Post-Combination Company Ordinary A1 Shares issued following redemption of vested Post-Combination Company Ordinary A2 Shares, (E) any vested Post-Combination Company Ordinary A3 Shares (to the extent not redeemed for Post-Combination Company Ordinary A1 Shares), (F) any Post- Combination Company Ordinary A1 Shares issued following redemption of vested Post-Combination Company Ordinary A3 Shares, (G) the number of Post-Combination Company Ordinary A1 Shares that would have been issued immediately after and in connection with the Closing (the “Relevant Time”) had the BermudaCo Series B-1 Shares been converted into such shares immediately prior to the Relevant Time, (H) the number of Post-Combination Company Ordinary A1 Shares that would be issued in exchange for any vested BermudaCo Series B-2 Shares or vested BermudaCo Series B-3 Shares if such exchange were to occur immediately following such vesting, and (I) any other shares in the Post-Combination Company outstanding as of the Relevant Time, but only to the extent that such shares are convertible, exercisable or redeemable into Post-Combination Company Ordinary A1 Shares (“Additional Shares”), save for Post-Combination Company B Shares and Post-Combination Company Class C Shares.

Consequently, assuming (1) the vesting of all Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares and (2) that no Additional Shares are outstanding at the Relevant Time, the maximum number of Post-Combination Company Ordinary A1 Shares that may be issued under the Omnibus Incentive Plan after it becomes effective is equal to approximately 15.2 million, assuming the No Redemption Scenario and 15.3 million, assuming the Contractual Maximum Redemption Scenario.

The maximum number of Post-Combination Company Ordinary A1 Shares that may be issued under the Non Employee Plan after it is adopted and becomes effective and from time to time, will be without double counting, 0.66% of the sum of (A) the Post-Combination Company Ordinary A1 Shares in issue immediately after Closing, (B) the Post-Combination Company Ordinary A1 Shares comprising the Incremental Share Consideration, if any, (C) any vested Post-Combination Company Ordinary A2 Shares (to the extent not redeemed for Post-Combination Company Ordinary A1 Shares), (D) any Post-Combination Company Ordinary A1 Shares issued following redemption of vested Post- Combination Company Ordinary A2 Shares, (E) any vested Post-Combination Company Ordinary A3 Shares (to the extent not redeemed for Post-Combination Company Ordinary A1 Shares), (F) any Post-Combination Company Ordinary A1 Shares issued following redemption of vested Post-Combination Company Ordinary A3 Shares, (G) the number of Post-Combination Company Ordinary A1 Shares that would have been issued on the Relevant Time had the BermudaCo Series B-1 Shares been converted into such shares immediately prior to the Relevant Time, (H) the number of Post-Combination Company Ordinary A1 Shares that would be issued in exchange for any vested BermudaCo Series B-2 Shares or vested BermudaCo Series B-3 Shares if such exchange were to occur immediately following such vesting, and (I) any Additional Shares, save for Post-Combination Company B Shares and Post-Combination Company Class C Shares.

Consequently, assuming (1) the vesting of all Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares and (2) that no Additional Shares are outstanding at the Relevant Time, the maximum number of Post-Combination Company Ordinary A1 Shares that may be issued under the Non Employee Plan after it becomes effective is equal to approximately 1.0 million in each of the No Redemption Scenario and the Contractual Maximum Redemption Scenario.

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For more information on the Equity Plans, see “Compensation Arrangements after the Business Combination.” The Post-Combination Company believes the granting of share-based compensation such as the Equity Plans is of significant importance to its ability to attract and retain key employees and personnel, and as such, after the consummation of the Business Combination, the Post-Combination Company intends to grant share-based compensation and incur share-based compensation expenses. As a result, expenses associated with share-based compensation may increase, which may have an adverse effect on the Post-Combination Company’s business and results of operations.

The Post-Combination Articles may provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and the Exchange Act and that certain claims may only be instituted in the courts of England and Wales, which could limit the ability of securityholders of the Post-Combination Company to choose a favorable judicial forum for disputes with the Post-Combination Company or the Post-Combination Company’s directors, officers or employees.

The Post-Combination Articles provide that, unless the Post-Combination Company consents by way of ordinary resolution to the selection of an alternative forum, the courts of England and Wales will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Post-Combination Company; (ii) any action, including any action commenced by a member of the Post-Combination Company in its own name or on behalf of the Post-Combination Company, asserting a claim of breach of any fiduciary or other duty owed by any director, officer or other employee of the Post-Combination Company (including but not limited to duties arising under the Companies Act); (iii) any action arising out of or in connection with the Post-Combination Articles or otherwise in any way relating to the constitution or conduct of the Post-Combination Company; or (iv) any action asserting a claim against the Post-Combination Company governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States). The Post-Combination Company Articles provide that, unless the Post-Combination Company consents by way of ordinary resolution to the selection of an alternative forum, the federal district courts in the United States will be the exclusive forum for claims against the Post-Combination Company under the Securities Act and the Exchange Act.

Although the Post-Combination Company believes these exclusive forum provisions will benefit the Post-Combination Company by providing increased consistency in the application of U.S. federal securities laws and the laws of England and Wales in the types of lawsuits to which they apply, these choice of forum provisions may increase a securityholder’s cost and limit the securityholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Post-Combination Company or the Post-Combination Company’s directors, officers or other employees, which may discourage lawsuits against the Post-Combination Company and the Post-Combination Company’s directors, officers and other employees. The Post-Combination Company’s shareholders will not be deemed to have waived the Post-Combination Company’s compliance with the U.S. federal securities laws and the rules and regulations thereunder as a result of the Post-Combination Company’s exclusive forum provision. Any person or entity purchasing or otherwise acquiring any of the Post-Combination Company Public Securities or other securities, whether by transfer, sale, operation of law or otherwise, will be deemed to have notice of and have irrevocably agreed and consented to these provisions.

Notably, there is uncertainty as to whether a court would enforce such provisions. The Securities Act provides that state courts and federal courts will have concurrent jurisdiction over claims under the Securities Act, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provision to be inapplicable or unenforceable, and if a court were to find this provision in the Post-Combination Articles to be inapplicable or unenforceable in an action, the Post-Combination Company may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on the Post-Combination Company’s business and financial performance.

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Risks Related to Operating under UK Laws

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

PubCo is incorporated under the laws of England and Wales. The rights of the holders of Post-Combination Company Ordinary Shares are governed by English law, including the provisions of the U.K. Companies Act 2006 and by the Post-Combination Articles. These rights may differ in certain respects from the rights of shareholders in typical U.S. corporations organized in Delaware.

PubCo and CorpAcq are each subject to the United Kingdom Bribery Act, the U.S. Foreign Corrupt Practices Act and potentially other anti-corruption laws as well as export control laws, customs laws, sanctions laws and other laws impacting their operations. Failure to comply with these laws could lead to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect the Post-Combination Company’s business, results of operations and financial condition.

Operations of PubCo and CorpAcq are subject to anti-corruption laws, including the United Kingdom Bribery Act 2010 (“Bribery Act”), the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”), and potentially other anti-corruption laws that apply in countries CorpAcq does business. CorpAcq may have relationships with third parties whose actions could potentially subject CorpAcq to liability under the Bribery Act, FCPA, or other anti-corruption laws. In addition, the nature, scope or effect of future regulatory requirements to which CorpAcq’s internal operations might be subject or the manner in which existing laws might be administered or interpreted may change.

CorpAcq is also subject to other laws and regulations governing its international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the EU, including applicable export controls, economic sanctions, customs requirements, anti-boycott requirements, and currency exchange regulations (collectively, “Trade Control Laws”).

While CorpAcq maintains policies and procedures reasonably designed to ensure compliance with applicable anti-corruption laws, there is no assurance that CorpAcq will be completely effective in ensuring its compliance with all applicable anti-corruption laws (including the Bribery Act or the FCPA) or other legal requirements, including Trade Control Laws. If CorpAcq is not in compliance with the Bribery Act, the FCPA or other anti-corruption laws or Trade Control Laws, it may be subject to criminal and civil penalties, disgorgement and other sanctions, remedial measures and legal expenses, which could have an adverse impact on its business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control Laws by the United Kingdom, U.S. or other authorities could also have a material adverse impact on the reputation, future performance, results of operations, cash flows and financial position of the Post-Combination Company.

U.S. investors may have difficulty enforcing civil liabilities against the Post-Combination Company, its directors or members of senior management and the experts named in this proxy statement/prospectus.

PubCo is a public limited company incorporated under the laws of England and Wales. Certain of the directors of the Post-Combination Company reside outside the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for U.S. investors to serve legal process on the Post-Combination Company or its directors or have any of them appear in a U.S. court. The United States and the United Kingdom do not currently have a treaty providing for the recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. The enforceability of any judgment of a U.S. federal or state court in the United Kingdom will depend on the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the question of whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a defendant). In this context, there is doubt as to the enforceability in the United Kingdom of civil liabilities based solely on the federal securities laws of the United States.

In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would

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likely be considered punitive if it did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.

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.

Actions for the enforcement of judgments of U.S. courts might be successful only if the English court confirms the jurisdiction of the U.S. court and is satisfied that:

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the effect of the enforcement judgment is not manifestly incompatible with English public policy or natural justice;

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the judgment was not obtained on the basis of fraud;

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the judgment did not violate the human rights of the defendant;

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the judgment is final and conclusive;

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the judgment is not incompatible with a judgment rendered in England or with a subsequent judgment rendered;

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abroad that might be enforced in England;

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a claim was not filed outside England after the same claim was filed in England, while the claim filed in England is still pending;

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the judgment was not obtained on the basis of fraud;

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the English courts did not have jurisdiction to rule on the matter; and

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the judgment submitted to the English court is authentic.

There can be no assurance that investors will be able to enforce any judgments of U.S. courts in any original actions instituted in England or will be able to enforce any civil liabilities in U.S. courts.

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

Provisions in the Post-Combination Articles may have the effect of delaying or preventing a change of control or changes in the management of the Post-Combination Company. The provisions specify that general meetings of shareholders can be called only by the board of directors (or otherwise by shareholders in accordance with the Companies Act) and with the requisite notice period.

Provisions of the laws of England and Wales may also have the effect of delaying or preventing a change of control or changes in the management of the Post-Combination Company. The Companies Act includes provisions that:

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require that any action to be taken by shareholders be effected at a duly called general meeting (including the annual general meeting) and not by written consent; and

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require the approval of the holders of at least 75% of the voting power of CorpAcq’s outstanding shares to amend the provisions of the Post-Combination Articles.

These provisions may frustrate or prevent any attempts by shareholders to replace or remove current management by making it more difficult for shareholders to replace members of the board of directors of the Post-Combination Company, which is responsible for appointing the members of management.

Risks Related to Churchill and the Business Combination

The Sponsor and the Insiders (“Churchill Initial Stockholders”) have agreed to vote in favor of the Business Combination Proposal, regardless of how the Churchill Public Stockholders vote, and have agreed not to redeem their shares of Churchill Class A Common Stock in connection with the Business Combination.

Pursuant to the Sponsor Agreement, the Churchill Initial Stockholders have agreed to vote any shares of Churchill Common Stock (other than those acquired in Open Market Purchases, if any) owned by them

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in favor of the Business Combination Proposal and any other Stockholder Proposals, and against certain other matters. As a result, holders of shares 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. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination Proposal than would be the case if the Churchill Initial Stockholders agreed to vote any shares of Churchill Class A Common Stock owned by them in accordance with the majority of the votes cast by Churchill Public Stockholders.

In addition, the Churchill Initial Stockholders have agreed not to redeem their shares of Churchill Class A Common Stock in connection with the Business Combination. This may result in the satisfaction of the Minimum Cash Condition and the Closing that may not otherwise have been possible in the absence of such agreement.

The Churchill Initial Stockholders have interests in the Business Combination that are different from or are in addition to other stockholders and warrant holders in recommending that such holders vote in favor of approval of the Business Combination Proposal, the Warrant Amendment Proposal and the other proposals described in this proxy statement/prospectus. Such interests include that the Churchill Initial Stockholders will lose their entire investment in Churchill if the Business Combination is not completed.

When considering the Churchill Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Warrant Amendment Proposal and the other Proposals described in this proxy statement/prospectus, Churchill’s stockholders and warrant holders should keep in mind that the Churchill Initial Stockholders have interests in the Business Combination that may be different from, or in addition to, the interests of Churchill’s stockholders and warrant holders generally. See “The Business Combination — Interests of Certain Persons in the Business Combination.”

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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 for the Stockholder Special Meeting;

•

the fact that the Sponsor will receive, in the Founder Equity Contribution and the B Share Subscription (and after forfeiture of the Retirement Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000), the following Exchangeable Units:

​	No Redemption Scenario		$500 Million in Trust Redemption Scenario		Contractual Maximum Redemption Scenario
​	(millions of shares)
Exchangeable Units consisting of BermudaCo Series B-1 Share and Post-Combination Company B Share	​	8.1	​	7.5	​	6.3
Base Vesting Shares consisting of BermudaCo Series B-2 Share and Post-Combination Company B Share(1)	​	8.1	​	7.5	​	6.3
Earn-Out Vesting Shares consisting of BermudaCo Series B-3 Share and Post-Combination Company B Share(2)	​	4.7	​	4.7	​	4.7
Total Exchangeable Units	​	21.0	​	19.7	​	17.2

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(1)

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

(2)

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares.

•

Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Churchill Units, the Sponsor and its affiliates may earn a significant positive rate of return on their investment from their Exchangeable Units 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;

•

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 as a result of his or her 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

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Name of Person	Founder Shares		Private Placement Warrants
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 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

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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;

•

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 director to be selected by Churchill in its absolute and sole discretion and one 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 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

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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 the Extension 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 Extension 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.

In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval for the Founder Share Amendment to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder. If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

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.

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.

The exercise of discretion by Churchill’s directors and officers in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in Churchill’s best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Churchill to agree to amend the Merger Agreement, to consent to certain actions taken by the

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CorpAcq Parties or to waive rights that Churchill is entitled to under the Merger Agreement. Such events could arise because of changes in the course of CorpAcq’s business, a request by the CorpAcq Parties to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on CorpAcq’s business and would entitle Churchill to terminate the Merger Agreement. In any of such circumstances, it would be at Churchill’s discretion, acting through the Churchill Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in “The Business Combination — Interests of Certain Persons in the Business Combination” may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Churchill and what he, she or they may believe is best for themselves in determining whether or not to take the requested action.

As of the date of this proxy statement/prospectus, Churchill does not believe there will be any material changes or waivers that Churchill’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Churchill will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Business Combination that would have a material impact on Churchill stockholders are required prior to the Stockholder Special Meeting.

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 issuance of Post-Combination Company securities in the Business Combination will dilute the equity interests of Churchill stockholders and may adversely affect prevailing market prices for the Post-Combination Company Securities. Churchill Public Stockholders may experience dilution from several sources to varying degrees in connection with and after the Business Combination, including:

•

the issuance of Post-Combination Company Securities as part of the Closing Seller Share Consideration and Earnout Shares in connection with the consummation of the Business Combination;

•

the issuance of Post-Combination Company Securities as part of the Additional Subscription, if any;

•

the exercise of Post-Combination Company Warrants or Post-Combination Company Class C Shares, as applicable;

•

the issuance of Post-Combination Company Ordinary A1 Shares under the Omnibus Incentive Plan; and

•

the issuance of Post-Combination Company Ordinary A1 Shares under the Non Employee Plan.

The issuance of Post-Combination Company Securities in connection with the Business Combination, including through any of the foregoing, could have the following effects for Churchill Public Stockholders who elect not to redeem their shares of Churchill Class A Common Stock:

•

their proportionate ownership interest in the Post-Combination Company will decrease;

•

the amount of cash available per share, including for payment of dividends in the future, may decrease;

•

the relative voting strength of each previously outstanding share of Churchill Class A Common Stock will be diminished; or

•

the market price of the Post-Combination Company Ordinary A1 Shares or Post-Combination Company Public Warrants or Post-Combination Company Class C-1 Shares, as applicable, may decline.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the No Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

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(i)

Churchill Public Stockholders will have an economic interest of approximately 43.5% 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 6.1% (or, when including the BermudaCo Series B-2 Shares, 12.2%) and voting interest of approximately 13.8% 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 44.4% (or, including the Post-Combination Company Ordinary A2 Shares, 44.4%) and voting interest of approximately 48.0% of the Post- Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the $500 Million in Trust Redemption Scenario and (2) that the Post- Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 36.1% and a voting interest of approximately 31.4% 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, including the BermudaCo Series B-2 Shares, 11.3%) 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 52.6% (or, including the Post-Combination Company Ordinary A2 Shares, 52.6%) and voting ownership interest of approximately 55.6% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the Contractual Maximum Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 22.0% and a voting interest of approximately 18.9% 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 5.1% (or, including the BermudaCo Series B-2 Shares, 10.3%) and voting interest of approximately 12.1% 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 66.8% (or, including the Post-Combination Company Ordinary A2 Shares, 67.8%) and voting ownership interest of approximately 68.9% of the Post-Combination Company.

The calculations in the paragraphs above reflect certain qualifications and assumptions. See “The Business Combination — Impact of the Business Combination on Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

If a Churchill Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Neither Churchill nor PubCo can predict the ultimate value of the Post-Combination Company Public Warrants or Post-Combination Company Class C-1 Shares following the Closing, but assuming that 100% of 58,016,071 Churchill’s Class A Common Stock were redeemed, the 27,600,000 retained outstanding Churchill Public Warrants (that are convertible into Post-Combination Company Public Warrants or Post-Combination Company Class C-1 Shares in connection with the Business

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Combination) would have an aggregate value of $[•], based on a price per Churchill Public Warrant of $[•] on the record date. In addition, the price per share of Churchill Class A Common Stock closed at $[•] on the record date. If the shares of Churchill Class A Common Stock (or Post-Combination Company Ordinary A1 Shares) are trading above the exercise price of $11.50 per security, the Post-Combination Company Warrants or Post-Combination Company Class C Shares (as applicable) are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the Post-Combination Company Warrants or Post-Combination Company Class C Shares (as applicable) will be exercised, which would result in dilution to the non-redeeming stockholders. Moreover, the potential for the issue of additional Post-Combination Company Ordinary A1 Shares pursuant to exercise of the Post-Combination Company Class C Shares or Post-Combination Company Warrants could have an adverse effect on the market price of the Post-Combination Company Ordinary A1 Shares.

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).

At any time prior to the Stockholder Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Churchill or Churchill Class A Common Stock, the Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates may (although they are under no obligation to do so) purchase shares of Churchill Class A Common Stock from Churchill Public Stockholders in privately negotiated transactions or in the open market and separate from the redemption process in connection with the Stockholder Special Meeting (such open market purchases, “Open Market Purchases”). The Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates will only make Open Market Purchases to the extent the price per Churchill Class A Common Stock so acquired is no higher than the redemption price that would be available in connection with the redemption procedures described in this proxy statement/prospectus. In addition, the Sponsor, Churchill and their respective directors or officers and their affiliates will waive any redemption rights with respect to any shares of Churchill Class A Common Stock purchased in Open Market Purchases and will not vote any shares of Churchill Class A Common Stock purchased in Open Market Purchases in favor of the Business Combination Proposal.

As of the date of this proxy statement/prospectus, no such transactions have occurred nor are they planned to occur. However any such purchase arrangements might include, without limitation, that in the event shares are purchased in privately negotiated transactions from Churchill Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Similarly, the Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates may (although they are under no obligation to do so) enter into arrangements or contractual acknowledgements with Churchill stockholders, including to (i) confirm that such stockholder, although still the record holder of Churchill Class A Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights or (ii) to protect such stockholders against potential loss in value of their shares, including the granting of put options and the transfer to such stockholders shares owned by the Sponsor for nominal value.

The purposes of such purchases and arrangements would be to reduce the number of shares of Churchill Class A Common Stock that may be redeemed in connection with the Stockholder Special Meeting, and increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met, and may, in the case of purchases, include a business decision to increase such purchaser’s ownership at an attractive price. If such purchases are made, the public “float” of Churchill Class A Common Stock (prior to Closing) or the Post-Combination Company Ordinary A1 Shares (following the Closing) and the number of beneficial holders of Post-Combination Company securities (prior to Closing) or the Post-Combination Company Ordinary A1 Shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Post-Combination Company securities on the Nasdaq Capital Market or another national securities exchange or reducing the liquidity of the trading market for such securities.

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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.

The estimated price per share of Churchill Class A Common Stock is greater than the estimated net cash per share to be contributed to the combined company. 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 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 their redemption rights may hold securities that never obtain a value equal to or exceeding the per share value of the Trust Account.

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.

Pursuant to the Churchill Charter, Churchill must consummate the Business Combination or another initial business combination within the Completion Window. There can be no assurance that Churchill will be able to consummate the Business Combination or find a suitable target business and complete another initial business combination within such time period. Churchill’s ability to complete an initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades and economic slowdowns, or a recession in the United States. Financial markets also may be adversely affected by current or anticipated military conflict, including the ongoing war between Russia and Ukraine, terrorism, sanctions or other geopolitical events globally, which could cause or continue to cause, as applicable, market disruptions, including significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions, and adversely affect the global economy and financial markets leading to instability and lack of liquidity in capital markets. Any negative impact on the global economy, capital markets or other geopolitical conditions resulting from downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness, the war in Ukraine and subsequent actions could adversely affect Churchill’s search for an initial business combination and any target business with which Churchill may ultimately consummate an initial business combination.

If Churchill has not completed an initial business combination within the Completion Window, Churchill will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem shares of 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Churchill Class A Common Stock, 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of the 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 such case, Churchill Public Stockholders would only receive approximately $10.00 per share (or less than $10.00 per share in certain circumstances where a third-party brings a claim against Churchill that the Sponsor is unable to indemnify (as described herein)), and the Churchill Warrants will expire worthless.

As of September 30, 2023, Churchill had approximately $2,051,985 of cash held outside the Trust Account to fund its working capital requirements. If permitted withdrawals and other sources of working capital are insufficient, it could limit the amount available for Churchill to complete an initial business combination. If Churchill is required to seek additional capital, Churchill would need to borrow funds from the Sponsor, Insiders, management team or other third parties to operate or may be forced to liquidate. Neither the Sponsor (except as contemplated by the Sponsor Agreement), Insiders, members of Churchill’s

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management team nor any of their respective affiliates is under any obligation or other duty to loan funds to Churchill in such circumstances. Any such loans would be repaid only from funds held outside the Trust Account or from funds released to Churchill upon completion of an initial business combination. If Churchill is unable to complete an initial business combination because of insufficient funds, Churchill will be forced to cease operations and liquidate the Trust Account. In such case, Churchill Public Stockholders would only receive approximately $10.00 per share (or less than $10.00 per share in certain circumstances where a third-party brings a claim against Churchill that the Sponsor is unable to indemnify (as described herein)), and the Churchill Warrants will expire worthless.

The process of taking a company public by means of a business combination with a special purpose acquisition company (“SPAC”) is different from taking a company public through an underwritten offering and may create risks for Churchill’s unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a company in a SPAC business combination may be less effective than the book building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the merger agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as Churchill’s may be more volatile than other securities and may involve special risks.

Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies like Churchill. In recent months, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, Churchill’s securities are subject to potential downward pressures, which may result in high redemptions of the cash available from the Trust Account. If there are substantial redemptions, there will be a lower float of Churchill Class A Common Stock outstanding, which may cause further volatility in the price of Churchill’s securities and adversely impact the ability of the Post-Combination Company to secure financing following the Closing. Additionally, substantial redemptions could prevent satisfaction of the Minimum Cash Condition.

Securities of companies formed through special purpose acquisition company (“SPAC”) mergers such as the Merger may experience a material decline in price relative to the share price of the SPAC prior to the Merger.

As with most SPAC initial public offerings in recent years, Churchill issued shares for $10.00 per share upon the closing of its initial public offering in February 2021. As with other SPACs, the $10.00 per share price of Churchill reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the Closing. Following the Closing, the Post-Combination Company Ordinary A1 Shares will no longer have any such

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redemption right and will be solely dependent upon the fundamental value of the Post-Combination Company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than $10.00 per share.

The Closing is subject to a number of conditions, including regulatory approvals, and, if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be consummated.

The Closing is subject to a number of conditions which must be satisfied (or if legally permitted, waived), including the Minimum Cash Condition and the receipt of certain regulatory approvals or occurrence of certain regulatory actions. The Minimum Cash Condition requires that the Available Cash Amount minus Transaction Expenses (and disregarding any Delayed Financing Amount) is no less than $350,000,000. In particular, 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. See also “— Churchill and CorpAcq have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination are consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Churchill if the Closing does not occur” for further information. In addition, the Closing is subject to the following regulatory approvals or actions: (i) the SEC’s review of this proxy statement/prospectus, (ii) the Financial Conduct Authority approval, (iii) confirmation shall have been received from the UK Takeover Panel that none of the transactions constituting the Business Combination will give rise to an obligation on any person to make a mandatory offer for the shares in PubCo under Rule 9 of the UK Takeover Code and (iv) the expiration or termination of any applicable waiting period (and any extension thereof, or any applicable timing agreements, understandings or commitments) under the HSR Act in connection with the Merger. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any regulatory approvals or actions will be obtained.

These conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be consummated. The parties to the Merger Agreement may agree to waive, in whole or in part, one or more of the conditions to their obligations to consummate the Business Combination, to the extent permitted by each parties’ organizational documents and applicable laws. However, Churchill may not waive the condition that Churchill stockholders approve the Business Combination Proposal. In addition, because Churchill has only a limited time to complete an initial business combination, the failure to consummate the Business Combination within the requisite time period may require Churchill to liquidate. If Churchill liquidates, the Churchill Public Stockholders may only receive an amount per share based on the funds available in Trust Account. This would also cause Churchill Public Stockholders to lose any potential investment opportunity in CorpAcq and the chance of realizing future gains on the Churchill stockholders’ investment through any price appreciation in the Post‑Combination Company.

In addition, CorpAcq and Churchill can mutually decide to terminate the Merger Agreement at any time, before or after approval of the Business Combination Proposal, or CorpAcq or Churchill may elect to terminate the Merger Agreement in certain other circumstances. See “The Merger Agreement — Conditions to Closing” and “The Merger Agreement — Termination.”

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the Closing.

Lawsuits may be filed against Churchill or its directors and officers in connection with the Business Combination. Defending such additional lawsuits could require Churchill to incur significant costs and draw the attention of Churchill’s management team away from the Business Combination. Stockholder lawsuits asserting class, derivative and/or individual claims for, among other things, violations of the federal securities laws and/or breaches of fiduciary duty are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

An adverse judgment could result in monetary damages, which could have a negative impact on Post-Combination Company’s liquidity and financial condition. Additionally, if a plaintiff is successful in

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obtaining an injunction prohibiting the completion of the Business Combination, that injunction may delay or prevent the Closing, or from occurring within the Completion Window, which may adversely affect Churchill’s and CorpAcq’s respective businesses, financial condition and results of operation. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination are consummated may adversely affect the Post-Combination Company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent Closing within the agreed upon timeframe.

Churchill and CorpAcq have incurred and expect to incur significant costs associated with the Business Combination. A high level of transaction expenses may reduce the likelihood the Minimum Cash Condition is satisfied. The incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Churchill (if the Closing does not occur) or by the Post-Combination Company (if the Closing does occur).

Churchill and CorpAcq expect to incur significant costs associated with the Business Combination. Pursuant to the Merger Agreement, Churchill and CorpAcq will each bear its own expenses incurred in connection with the Merger Agreement and the Business Combination if the Closing does not occur, including all fees of its legal counsel, financial advisers and accountants. As of the date of this proxy statement/​prospectus, Churchill expects to incur approximately $[•] in expenses, even if the Closing does not occur. These expenses will reduce the amount of cash available to be used for other corporate purposes by Churchill if the Closing does not occur.

Pursuant to the Merger Agreement, if the Closing occurs, all Transaction Expenses shall be the responsibility of the Post-Combination Company. Transaction Expenses include, in addition to certain transaction expenses of CorpAcq and Churchill, as well as any excise taxes payable pursuant to Section 4501 of the Code due and payable by Churchill (or the CorpAcq pursuant to the terms of the Merger Agreement). Such Transaction Expenses shall be paid (or caused to be paid) by the Post-Combination Company at or promptly after Closing and, in the case of any excise taxes payable pursuant to Section 4501 of the U.S. Internal Revenue Code of 1986, as amended, the Post-Combination Company shall pay (or shall make available any cash otherwise required by Churchill to pay) any such excise taxes when due and payable pursuant to applicable law. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Post-Combination Company if the Closing does not occur.

Further, the Closing is subject to the Minimum Cash Condition. The Minimum Cash Condition requires that the Available Cash Amount minus Transaction Expenses (and disregarding any Delayed Financing Amount) is no less than $350,000,000. Because the Minimum Cash Condition is determined net of Transaction Expenses, 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 or substantial amounts of Transaction Expenses.

If third parties bring claims against Churchill, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Churchill Public Stockholders may be less than $10.00 per share.

Churchill’s placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although Churchill seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of Churchill Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Churchill’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, Churchill’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Churchill than any alternative.

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Examples of possible instances where Churchill may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Churchill management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Churchill management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such parties will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Churchill and will not seek recourse against the Trust Account for any reason. Upon redemption of Churchill Class A Common Stock, if Churchill is unable to complete an initial business combination within the Completion Window, or upon the exercise of a redemption right in connection with an initial business combination, Churchill will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption amount received by Churchill Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will indemnify Churchill if and to the extent losses to which it may become subject as a result of any claims by a vendor (other than Churchill’s independent public accountants) for services rendered or products sold to it, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Churchill Class A Common Stock or (ii) the actual amount per Churchill Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Churchill Class A Common Stock is then held in the Trust Account due to reductions in the value of the trust assets less a price per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of amounts withdrawn to fund Churchill’s working capital requirements, subject to an annual limit of $1,000,000, and/or to pay Churchill’s taxes (“Permitted Withdrawals”). Such indemnification obligation (x) shall not apply to any claims by a third party (including CorpAcq) that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (y) shall not apply to any claims under Churchill’s indemnity of Citigroup Global Markets Inc. against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Churchill has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Churchill. Churchill has not asked the Sponsor to reserve for such indemnification obligations. Therefore, Churchill cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per Churchill Class A Common Stock. In such event, Churchill may not be able to consummate the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Churchill Class A Common Stock. None of Churchill’s officers will indemnify Churchill for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Churchill’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Churchill Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Churchill Class A Common Stock or (ii) the actual amount per Churchill Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Churchill Class A Common Stock is then held in the Trust Account due to reductions in the value of the trust assets less Permitted Withdrawals, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Churchill’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Churchill currently expects that its independent directors would take legal action on Churchill’s behalf against the Sponsor to enforce its indemnification obligations to Churchill, it is possible that Churchill’s independent directors in exercising their business judgment may choose not to do so if, for example the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If Churchill’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Churchill Public Stockholders may be reduced below $10.00 per share.

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If, before distributing the proceeds in the Trust Account to Churchill Public Stockholders, Churchill files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against Churchill that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Churchill stockholders and the per-share amount that would otherwise be received by Churchill stockholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Churchill Public Stockholders, Churchill files a bankruptcy petition or an involuntary bankruptcy petition is filed against them that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Churchill’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Churchill stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Churchill stockholders in connection with its liquidation may be reduced.

Churchill stockholders will not have any rights or interests to funds in the Trust Account, except under certain limited circumstances. To liquidate its investment, therefore, a Churchill Public Stockholder may be forced to sell its Churchill Class A Common Stock or Churchill Warrants, potentially at a loss.

Churchill Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of an initial business combination, and then only in connection with those shares of Churchill Class A Common Stock that such Churchill stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Churchill Class A Common Stock properly submitted in connection with a Churchill stockholder vote to amend the Churchill Charter to modify the substance or timing of Churchill’s obligation to provide for the redemption of Churchill Class A Common Stock in connection with an initial business combination or to redeem 100% of Churchill Class A Common Stock if Churchill does not complete an initial business combination within the Completion Window; and (3) the redemption of all of Churchill Class A Common Stock if Churchill is unable to complete an initial business combination within the Completion Window, subject to applicable law and as further described herein. In addition, if Churchill is unable to complete an initial business combination within the Completion Window for any reason, compliance with Delaware law may require that Churchill submits a plan of dissolution to the Churchill stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Churchill Public Stockholders may be forced to wait beyond the Completion Window before they receive funds from the Trust Account. In no other circumstances will a Churchill Public Stockholder have any right or interest of any kind in the Trust Account. Holders of Churchill Warrants will not have any right to the proceeds held in the Trust Account with respect to the Churchill Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Churchill Class A Common Stock or Churchill Public Warrants, potentially at a loss.

Churchill’s stockholders may be held liable for claims by third parties against Churchill to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the Churchill Public Stockholders upon the redemption of Churchill Class A Common Stock in the event Churchill does not complete an initial business combination within the Completion Window may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is Churchill’s intention to redeem Churchill Class A Common Stock as soon as reasonably possible following the last day of the Completion Window in the event it does not complete an initial business combination and, therefore, Churchill does not intend to comply with the foregoing procedures.

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Because Churchill will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires Churchill to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the ten years following its dissolution. However, because Churchill is a blank check company, rather than an operating company, and its operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If Churchill’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. Churchill cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Churchill Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Churchill Public Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to Churchill Public Stockholders upon the redemption of Churchill Class A Common Stock in the event Churchill does not complete an initial business combination within the Completion Window is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

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.

The exercise price of Churchill Public Warrants, as well as, in the event the Warrant Amendment Proposal is approved and a Valuation Report is delivered, the Post-Combination Company Class C-1 Shares into which they will convert in connection with the Business Combination, is higher than many similar blank check companies in the past. Historically, with regard to units offered by blank check companies, the exercise price of a public warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for Churchill Public Warrants is, and the exercise price for the Post-Combination Company Class C-1 Shares or Post-Combination Company Warrants (as applicable) will be, $11.50 per share. As a result, the Churchill Public Warrants and Post-Combination Company Class C-1 Shares or Post-Combination Company Warrants (as applicable) are less likely to ever be in the money and more likely to expire worthless.

The transfer of Post-Combination Company Ordinary Shares into the DTC and (if Churchill Warrant holders fail to approve the Warrant Amendment Proposal) the issuance or transfer of Post-Combination Company Warrants or (if Churchill Warrant holders approve the Warrant Amendment Proposal) the transfer of Post-Combination Company Class C-1 Shares into the DTC may, in each case, 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.

Stamp duty and/or SDRT is imposed in the UK on certain transfers of chargeable securities (which include securities in companies incorporated in the UK) at a rate of 0.5% of the consideration paid for the transfer (rounded up to the nearest £5 in the case of stamp duty). Special rules apply where shares or other securities are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes providing clearance services, such as the DTC, including PubCo shares issued to the DTC following exercise of any Post-Combination Company Warrants. In such circumstances, SDRT and/or stamp duty may be charged at a rate of 1.5% of the amount or value of the consideration given or, in certain circumstances, the value of the shares, with subsequent transfers wholly within the clearance service, which will take place in book entry form, then being free from SDRT and/or stamp duty provided that no written instrument of transfer is used to effect the transfer and such clearance service has not made an election under Section 97A of the UK Finance Act 1986 when different rates apply.

His Majesty’s Revenue & Customs (“HMRC”) accept that, while the UK was part of the EU, this charge is in breach of EU law so far as it applies to new issues of shares or transfers that are an integral part of a capital raising, and, until the Retained EU Law (Revocation and Reform) Act 2023 was enacted,

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HMRC confirmed that they accept that the 1.5 per cent. charge remained disapplied in those circumstances following the end of the Brexit transition period.

As a result of the Retained EU Law (Revocation and Reform) Act 2023, the 1.5% charge has been “re-applied” from l January 2024. However, the UK government announced that it intends to introduce legislation in the Finance Bill 2023 – 2024 to remove the 1.5% charge on (i) the issue of shares and other securities into clearance services such as the DTC; and (ii) transfers of shares and other securities into clearance services such as the DTC that are made in the course of capital-raising arrangements, in each case with effect from l January 2024. As such, once enacted, new issues of shares and other securities into the DTC or transfers of shares and other securities into the DTC that are made in the course of capital-raising arrangements should not trigger a 1.5% charge. In addition, to the extent that shares or securities are not capable of being issued directly to the DTC on their issue due to prohibitions applying to them in the course of the capital-raising arrangements, a 1.5% charge on their subsequent transfer to the DTC should not arise provided that such transfer is made as soon as reasonably practicable after the prohibition ceases to have effect.

The Finance Bill 2023 – 2024 has not yet been enacted. However, the Autumn Statement resolutions of the House of Commons on 27 November 2023 (“Resolutions”), which set out the legislative drafting to be included in the Finance Bill 2023 – 2024, currently have statutory effect under the provisions of the Provisional Collection of Taxes Act 1967.

As such, the issue of PubCo shares into the DTC on or after 1 January 2024 should not trigger the 1.5% charge. In addition, to the extent that the transfer of PubCo shares into the DTC on or after 1 January 2024 is treated as made in the course of an exempt capital raising arrangement, such transfers should also not trigger the 1.5% charge.

There is a risk that the Resolutions could cease to have statutory effect where the UK parliament is dissolved to allow for an early general election in the UK. However, recent statements from the UK government suggest that the likelihood of a general election occurring prior to the Finance Bill 2023 – 2024 being enacted is very low.

Any liability for SDRT or stamp duty in relation to an issue or transfer of PubCo shares into a clearance service such as the DTC which does arise will strictly be accountable by the clearance service or its nominee, but in practice will be payable by the transferor or the relevant participant in the clearance service, to the extent permitted by applicable law.

UK stamp duty may, in principle, be payable on any instrument issuing, granting or transferring Post-Combination Company Warrants. Stamp duty would be chargeable at the rate of 0.5% on the amount or value of the consideration paid for the issue, grant or transfer and rounded to the nearest £5. There is a risk that a stamp duty charge arises on the grant of the Post-Combination Company Warrants, although HMRC may accept that no stamp duty should arise on the basis that the exercise of any Post-Combination Company Warrants would be satisfied by the issue of newly issued shares (rather than the transfer of existing shares).

Special rules apply where Post-Combination Company Warrants are issued or transferred to, or to a nominee or agent for either a person whose business is or includes providing clearance services, such as the DTC. In such circumstances, SDRT and/or stamp duty may be charged at a rate of 1.5% on the market value of the Post-Combination Company Warrants with subsequent transfers wholly within the clearance service, which will take place in book entry form, then being free from SDRT and/or stamp duty provided that no written instrument of transfer is used to effect the transfer and such clearance service has not made an election under Section 97A of the UK Finance Act 1986 when different rates apply. Following the Finance Bill 2023 – 2024 legislation, there should not be any 1.5% SDRT on the issuance of Post-Completion Warrants. However, the SDRT and stamp duty position in relation to the transfer of any Post-Combination Company Warrants to, or to a nominee or agent for, either a person whose business is or includes providing clearance services, such as the DTC is unclear, specifically as regards whether the transfer of the Post-Combination Company Warrants into the DTC constitutes an exempt capital-raising arrangement.

Any liability for UK stamp duty or SDRT in relation to an issue, grant, transfer or exercise of Post-Combination Company Warrants which does arise will generally be payable by Churchill pursuant to the terms of the Warrant Amendment Agreement, to the extent permitted by applicable law.

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

The Back to Back Share Issuance Agreement may constitute a derivative contract within the United Kingdom derivative contracts tax regime particularly in circumstances where the consideration received by PubCo pursuant to that agreement is itself a derivative contract (see further below). However, that derivative contracts regime may not apply to the extent Sponsor acquires a substantial shareholding in PubCo pursuant to the arrangement and certain other conditions are satisfied. Broadly, for these purposes, a company (A) has a substantial shareholding in another company (B) if A (i) holds at least 10% B’s ordinary share capital, (ii) is beneficially entitled to at least 10% of B’s profits available for distribution, and (iii) would be beneficially entitled to at least 10% of B’s assets on a winding up. In circumstances where the derivative contracts tax regime applies, tax charges may arise in BermudaCo and/or PubCo in this regard. Any tax charges for BermudaCo and/or PubCo will generally be derived from, and follow, their accounting treatment. In certain circumstances, it may be possible to reduce or eliminate any such tax charges (or the taxable profits related thereto), including by way of UK corporation tax group relief.

Further, in circumstances where the consideration for the issue of shares by PubCo pursuant to the Back to Back Share Issuance Agreement takes the form of a convertible loan note, any such loan note may itself arise in BermudaCo and/or PubCo in this regard. Any tax charges for BermudaCo and/or PubCo will generally be derived from, and follow, their accounting treatment. In certain circumstances, it may be possible to reduce or eliminate any such tax charges (or the taxable profits related thereto), including by way of UK corporation tax group relief. Furthermore, the UK’s loan relationship tax regime may also apply to any such note. Where this is the case, however, on any subsequent conversion or release, one or more exclusions from the obligation to bring credits into account in respect of such transactions may be available.

If Churchill Warrant holders fail to approve the Warrant Amendment Proposal, Churchill and PubCo may be subject to additional expenses incurred in connection with the consummation of the Business Combination.

Churchill is seeking the vote of holders of Churchill Public Warrants to approve the Class C Warrant Amendment, which will amend the Existing Warrant Agreement to provide that, at the Effective Time, each Churchill Public Warrant will convert into one Post-Combination Company Class C-1 Share and each Churchill Private Placement Warrant will convert into one Post-Combination Company Class C-2 Share. Pursuant to the Existing Warrant Agreement, the adoption of the Class C Warrant Amendment requires (i) the consent of 50% of the Churchill Public Warrants issued and outstanding as of the record date, as contemplated by the Warrant Amendment Proposal and (ii) the consent of 50% of Churchill Private Placement Warrants issued and outstanding as of the record date. The adoption of the Class C Warrant Amendment is conditioned upon the approval of the Business Combination Proposal. In the event that Churchill Warrant holders fail to approve the Class C Warrant Amendment, PubCo may be subject to additional expenses. In particular, if the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time, then each Churchill Public Warrant and each Churchill Private Placement Warrant will convert into the right to receive one Post-Combination Company Public Warrant and one Post-Combination Company Private Placement Warrant, respectively.

The Post-Combination Company Private Placement Warrants may constitute a derivative contract within the scope of the UK’s derivative contracts tax regime, which could give rise to tax charges for PubCo. To the extent that the grant of the Post-Combination Company Private Placement Warrants falls within the UK’s derivative contracts tax regime, any tax charges for PubCo will generally be derived from, and follow, their accounting treatment.

As regards any Post-Combination Company Public Warrants, and any Post-Combination Company Private Placement Warrants that do not fall within the scope of the UK’s derivative contracts tax regime, the grant of any such warrants may be regarded as a taxable disposal of such an asset by Post-Combination Company for UK corporation tax purposes. The value of the consideration received by the Post-Combination Company in respect of the grant of the Post-Combination Company Warrants (being the issue of a certain number of shares of Churchill Class A Common Stock to be agreed by the Post-Combination Company and Churchill) should be equal to the market value of such shares of Churchill Class A Common Stock at the time that they are issued to the Post-Combination Company as consideration for the grant of the Post-Combination Company Warrants. There is a risk that the value of the consideration

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received (or deemed to be received) by the Post-Combination Company in respect of the grant of the Post-Combination Company Warrants for these purposes may be treated as equal to the market value of the Post-Combination Company Warrants as at the time that they are issued in circumstances where the grant of any such warrants is not considered to be on arms’ length terms. If any of the Post-Combination Company Warrants are subsequently exercised according to their terms in exchange for the grant of Post-Combination Company Ordinary A1 Shares, the grant and exercise of the Post-Combination Company Warrants are treated as a single transaction and it is expected that a proportion of any UK corporation tax charge (corresponding to the proportion that the number of the Post-Combination Company Warrants that are so exercised bears to the total number of such Post-Combination Company Warrants issued) should be set-off or refunded to Post-Combination Company.

Churchill may amend the terms of the Churchill Public Warrants in a manner that may be adverse to holders only with the approval by the holders of at least 50% of the then-outstanding Churchill Public Warrants. As a result, the exercise price of a holder’s Churchill Public Warrants could be increased, the exercise period could be shortened and the number of shares of Churchill Class A Common Stock purchasable upon exercise of a Churchill Public Warrant could be decreased, all without the approval of that warrant holder.

The Churchill Public Warrants were issued in registered form under the Existing Warrant Agreement. The Existing Warrant Agreement provides that the terms of the Churchill Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Churchill Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, Churchill may amend the terms of the Churchill Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Churchill Public Warrants approve of such amendment. Although Churchill’s ability to amend the terms of the Churchill Public Warrants with the consent of at least 50% of the then-outstanding Churchill Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Churchill Public Warrants, shorten the exercise period or decrease the number of shares of Churchill Class A Common Stock purchasable upon exercise of a Churchill Public Warrant.

Following the Closing, the Post-Combination Company will be under analogous obligations with respect to Post-Combination Company Class C Shares (under the Post-Combination Articles) 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, Post-Combination Company Warrants (under the Existing Warrant Agreement, as proposed to be amended by the Warrant Amendment Agreement). However, in accordance with the Companies Act and the Post-Combination Articles, any amendment to the relevant provisions in the Post-Combination Articles that would vary or abrogate any rights attaching to the Post-Combination Company Class C Shares would require (i) a special resolution to amend or otherwise restate the Post-Combination Articles (requiring approval by at least 75% of the total voting rights cast by members entitled to vote at a meeting of members of the Post-Combination Company) or (ii) written consent by holders of not less than three-quarters in nominal value of the then-outstanding Post-Combination Company Class C Shares or a special resolution passed at a separate general meeting of the holders of the Post-Combination Company Class C Shares sanctioning such amendment.

The NYSE, or, following the listing of Churchill’s securities on the Nasdaq Global Market, Nasdaq may not continue to list Churchill securities, which could limit investors’ ability to transact in Churchill securities and subject Churchill to additional trading restrictions.

Shares of Churchill Class A Common Stock are currently listed on the NYSE. There is a risk that trading in Churchill’s securities may be suspended and Churchill may be subject to delisting by NYSE. Churchill plans to transfer the listing of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants to the Nasdaq Global Market. Following the listing of such securities on the Nasdaq Global Market, there will be a risk that trading in Churchill’s securities may be suspended and Churchill may be subject to delisting by the Nasdaq Global Market, particularly if the Business Combination is not consummated prior to February 17, 2024. As such, there can be no assurance that Churchill Class A Common Stock will continue to be listed on the NYSE, or, following the listing of Churchill’s securities on the Nasdaq Global Market, the Nasdaq Global Market in the future and prior to consummation of the

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Business Combination including if Churchill fails to complete an initial business combination within the earlier of the Completion Window and 3 years of the Churchill IPO. In order to continue listing Churchill’s securities on the NYSE or, following the listing of Churchill’s securities on the Nasdaq Global Market, the Nasdaq Global Market prior to the Business Combination, Churchill must maintain certain financial, distribution and stock price levels. In general, Churchill must maintain a minimum number of holders of Churchill’s securities and certain financial, distribution and stock price levels. Additionally, in connection with the listing of Churchill’s securities on the Nasdaq Global Market, Churchill will be required to demonstrate compliance with the Nasdaq Global Market’s initial listing requirements, which are more rigorous than the NYSE’s and the Nasdaq Global Market’s continued listing requirements, in order to maintain the listing of such securities on the Nasdaq Global Market. Churchill cannot assure you that it will be able to meet those initial listing requirements at that time.

The NYSE Listed Company Manual Section 102.06(e) requires that a special purpose acquisition company such as Churchill must complete one or more business combinations within (i) the time period specified by its constitutive documents or by contract or (ii) three years of its initial public offering, whichever is shorter, being February 17, 2024 (the “NYSE Deadline”). Nasdaq rule IM-5101-2 requires that a special purpose acquisition company such as Churchill must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, or such shorter period that the company specifies in its registration statement, being February 11, 2024 (the “Nasdaq Deadline”). Unless the Business Combination is consummated by the Nasdaq Deadline, Churchill’s listed securities will likely be subject to suspension and delisting from the Nasdaq Global Market, following the Nasdaq Deadline, due to Churchill’s non-compliance with such requirement. Churchill may not be able to complete the Business Combination (or any other initial business combination) on or before the Nasdaq Deadline. As such, following such date, the Nasdaq Global Market may not continue to list Churchill securities, which could limit investors’ ability to transact in Churchill securities and subject Churchill to additional trading restrictions, further outlined below.

Given the above, Churchill anticipates that, following the listing of Churchill’s securities on the Nasdaq Global Market and the Nasdaq Deadline, trading in Churchill’s securities may be suspended from Nasdaq and that Churchill may be subject to delisting by the Nasdaq Global Market. Churchill cannot assure you that the Churchill securities will continue to be listed on the NYSE or the Nasdaq Global Market, including prior to the Business Combination.

If NYSE or the Nasdaq Global Market delists any of Churchill’s securities from trading on its exchange, including as a result of the failure to complete an initial business combination prior to the NYSE Deadline or the Nasdaq Deadline, and Churchill is unable to list such securities on another national securities exchange, Churchill will likely lose any active trading market for Churchill’s securities, as Churchills securities may then only be traded on one of the over-the-counter markets, if at all. If this were to occur, Churchill could face significant material adverse consequences, including:

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a limited availability of market quotations for Churchill’s securities;

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reduced liquidity for Churchill’s securities;

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a determination that the Churchill Class A Common Stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Churchill’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Churchill’s Class A Common Stock are listed on the NYSE and Churchill expects to list such securities on the Nasdaq Global Market, Churchill’s Class A Common Stock qualify as covered securities under such statute. Although the states are preempted from regulating the sale of Churchill’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Churchill is not aware of a state having used these powers to prohibit or restrict the sale of

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securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.Further, if Churchill is no longer listed on the NYSE or the Nasdaq Global Market, Churchill’s securities would not qualify as covered securities under such statute and Churchill would be subject to regulation in each state in which Churchill offers its securities.

In addition, there can be no assurance that the Post-Combination Company will be able to comply with the listing standards of the NYSE following the Closing. The Post-Combination Company’s eligibility for listing may depend on, among other things, the number of shares of Churchill Class A Common Stock that are redeemed in connection with the Stockholder Special Meeting. See “— Risks Related to the Post-Combination Company Securities.”

Churchill has no operating or financial history and its results of operations and those of the Post-Combination Company may differ significantly from the unaudited pro forma financial information included in this proxy statement/prospectus.

Churchill is a blank check company with no operating history or results and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, Churchill will be unable to continue as a going concern if it does not consummate an initial business combination within the Completion Window and will be forced to cease operations and liquidate the Trust Account. In such case, Churchill’s Public Stockholders would only receive approximately $10.00 per share, or less in certain circumstances. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Post-Combination Company. The unaudited pro forma condensed combined statement of loss of the Post-Combination Company combines the historical audited results of operations of Churchill and CorpAcq.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated within the Completion Window, or the future consolidated results of operations or financial position of the Post-Combination Company. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Accordingly, the Post-Combination Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Churchill’s business, including its ability to negotiate and consummate the Business Combination, investments and results of operations.

Churchill is subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE (or following the listing of Churchill’s securities on the Nasdaq Global Market, the Nasdaq Global Market). In particular, Churchill is required to comply with certain SEC, NYSE (or following the listing of Churchill’s securities on the Nasdaq Global Market, the Nasdaq Global Market) and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Churchill’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Churchill’s business, including its ability to consummate the Business Combination, investments and results of operations.

On January 24, 2024, the SEC adopted final rules (the “2024 SPAC Rules”) relating to, among other items, enhancing disclosures in initial business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving

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shell companies; enhancing disclosure requirements related to projections, including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; increasing the potential liability of certain participants in proposed initial business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2024 SPAC Rules will become effective no sooner than 125 days after publication in the Federal Register. In the event the Business Combination has not been consummated by the time the 2024 SPAC Rules become effective, such rules may materially adversely affect Churchill’s ability to consummate the Business Combination and may increase the costs and time related thereto.

See also “— Churchill may be subject to a new 1% U.S. federal excise tax in connection with redemptions of Churchill’s Class A Common Stock” and “— If Churchill is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and Churchill’s activities may be restricted, which may make it difficult for Churchill to complete the Business Combination.”

Churchill and CorpAcq will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the consummation of the Business Combination on employees and third parties may have an adverse effect on CorpAcq and consequently on Churchill. These uncertainties may impair Churchill’s or CorpAcq’s ability to attract, retain and motivate key personnel and could cause third parties that deal with Churchill, CorpAcq or their respective subsidiaries to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, Churchill’s or CorpAcq’s business following the Business Combination could be negatively impacted.

During the interim period, Churchill is prohibited from entering into certain transactions that might otherwise be beneficial to it or its respective stockholders. Until the earlier of the Closing or termination of the Merger Agreement, Churchill is subject to certain limitations on the operations of its business, including restrictions on its ability to merge, consolidate or acquire (by purchasing the assets of or by any other manner) any entity other than CorpAcq. See “The Merger Agreement — Covenants of the Parties.” The limitations on Churchill’s conduct of its business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

The Opinion received by the Churchill Board from Duff & Phelps prior to execution of the Merger Agreement does not reflect changes in circumstances subsequent to the date of the opinion.

Duff & Phelps delivered to the Churchill Board its Opinion, dated as of August 1, 2023, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the aggregate consideration to be received by holders of Churchill Class A Common Stock in the Merger is fair from a financial point of view to such holders of Churchill Class A Common Stock (taking into account the Business Combination but without giving effect to any impact of the Merger on any particular stockholder other than in its capacity as a stockholder). The Opinion speaks only as of the date of such Opinion. The Opinion does not reflect changes that may occur or may have occurred after the date of the Opinion, including changes to the operations and prospects of CorpAcq, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of CorpAcq.

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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Churchill’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary for Churchill to provide reliable financial reports and prevent fraud.

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In connection with the restatement of Churchill’s previously issued audited balance sheet as of February 17, 2021 and Churchill’s financial statements for the quarters ended March 31, 2021 and June 30, 2021, Churchill previously identified a material weakness in its internal control over financial reporting, solely related to its accounting for complex financial instruments, as of December 31, 2021.

While Churchill’s previous material weakness has been remediated, if Churchill identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, Churchill may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and Churchill’s stock price may decline as a result. Churchill cannot assure investors that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Past performance by Michael Klein and other members of Churchill’s management team or its strategic and operating partners may not be indicative of future performance of the Post-Combination Company.

Information regarding performance by, or businesses associated with, Michael Klein and other members of Churchill’s management team or Churchill’s strategic and operating partners is presented for informational purposes only. Any past experience or performance, including related to business combinations, of Michael Klein and other members of Churchill’s management team or Churchill’s strategic and operating partners is not a guarantee either: (1) that Churchill has successfully identified a suitable candidate for the initial business combination; or (2) of any results with respect to the initial business combination, including the Business Combination. You should not rely on the historical record and performance of Michael Klein and other members of Churchill’s management team or Churchill’s strategic and operating partners as indicative of the future performance of the Post-Combination Company or that the returns Post-Combination Company will, or are likely to, generate going forward.

The Waiving Underwriters were to be compensated in part on a deferred basis for already-rendered underwriting services in connection with the Churchill IPO, yet each of the Waiving Underwriters waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/prospectus.

Pursuant to the Underwriting Agreement, each of BofA and Goldman Sachs were entitled to $7,184,625 in deferred underwriting fees, and J.P. Morgan was entitled to $15,999,375 in deferred underwriting fees as consideration for services rendered to Churchill in connection with the Churchill IPO, which were to become payable upon consummation of the Business Combination. On November 1, 2023, November 6, 2023, and November 7, 2023, each of BofA, Goldman Sachs and J.P. Morgan, respectively, formally notified Churchill in writing that it waived its entitlement to the payment of any deferred underwriting fees in connection with the Business Combination. Each of the Waiving Underwriters also disclaimed any responsibility for this proxy statement/prospectus.

Following the Churchill IPO, neither Churchill nor CorpAcq have formally engaged the Waiving Underwriters to serve as an advisor in any capacity relating to an initial business combination. Although the Waiving Underwriters provided assistance in identifying, and obtaining information to evaluate, potential targets for an initial business combination, primarily during the period following the Churchill IPO 2021 and the first half of 2022, none of the Waiving Underwriters assisted in identifying or evaluating CorpAcq or the Business Combination. Except for the disclosure regarding the waiver of its deferred underwriting fees in connection with the Business Combination and the Waiving Underwriters’ respective notifications to Churchill that it would not act in any capacity in connection with the Business Combination, as applicable, none of the Waiving Underwriters were involved in the preparation of any disclosure that is included in this proxy statement/prospectus, including any analysis underlying such disclosure. None of the Waiving Underwriters have had any role in the Business Combination and each has affirmatively refused to act in, any office, capacity and/or relationship and disclaimed any responsibility for any portion of the registration statement of which this proxy statement/prospectus forms a part and any other registration statement to be filed by the parties or any of their respective affiliates in connection with the Business Combination. However, the deferred underwriting fees would have been paid (but for the waivers) in consideration of

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services rendered in connection with the Churchill IPO, and such services have already been rendered. The Waiving Underwriters received no additional consideration for the waiver of their entitlement to the deferred underwriting fees.

You should be aware that some investors may find the proposed Business Combination less attractive as a result of the receipt of waivers of the deferred underwriting fee. This may make it more difficult for Churchill to complete the Business Combination. Additionally, none of the Waiving Underwriters have had any further communication with Churchill since its delivery of its respective waiver and has not otherwise confirmed whether it agrees with the disclosure made in this proxy statement/prospectus relating to its resignation and/or refusal to act in the Business Combination, as applicable. Therefore, there can be no assurances that the Waiving Underwriters agree with such disclosure, and no inference can be drawn to this effect.

If Churchill is deemed to be an investment company under the Investment Company Act, Churchill may be required to institute burdensome compliance requirements and Churchill’s activities may be restricted, which may make it difficult for Churchill to complete the Business Combination.

If Churchill is deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), Churchill’s activities may be restricted, including, without limitation, restrictions on the nature of Churchill’s investments, restrictions on the issuance of securities, and restrictions on the enforceability of agreements entered into by Churchill, each of which may make it difficult for Churchill to consummate the Business Combination. In addition, Churchill may have imposed upon Churchill burdensome requirements, including, without limitation, registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, Churchill’s capital structure); adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that Churchill is currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless Churchill can qualify for an exclusion, Churchill must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that Churchill’s activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of Churchill’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Churchill’s business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. Churchill does not plan to buy businesses or assets with a view to resale or profit from their resale. Churchill does not plan to buy unrelated businesses or assets or to be a passive investor.

It is possible that a claim could be made that Churchill has been operating as an unregistered investment company. If Churchill were deemed to be an investment company for purposes of the Investment Company Act, Churchill might be forced to abandon Churchill’s efforts to complete an initial business combination and instead be required to liquidate Churchill. If Churchill is required to be liquidated, Churchill’s investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of Churchill’s Class A Common Stock following such a transaction.

Churchill does not believe that its principal activities currently subject Churchill to the Investment Company Act. To this end, from the time beginning with the consummation of the Churchill IPO, the proceeds held in the Trust Account have been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations or cash. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by subsequently holding all funds in the Trust Account in cash, which may include demand deposit accounts (as described in the following paragraph), and by having a business plan targeted at acquiring and growing businesses for the long-term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), Churchill does not believe it is an “investment company” within the meaning of the Investment Company Act.

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The Churchill IPO was not intended for persons seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of Churchill’s primary business objective, which is an initial business combination; (ii) the redemption of any Churchill Class A Common Stock properly submitted in connection with a stockholder vote to amend the Churchill Charter to modify the substance or timing of Churchill’s obligation to provide for the redemption of Churchill’s Class A Common Stock in connection with an initial business combination or to redeem 100% of Churchill’s Class A Common Stock if Churchill does not consummate the Business Combination within the Completion Window; and (iii) absent an initial business combination, Churchill’s return of the funds held in the Trust Account to Churchill Public Stockholders as part of Churchill’s redemption of the Churchill Class A Common Stock. Because Churchill has invested only in permitted instruments, Churchill believes it is not an investment company. If Churchill were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which Churchill has not allotted funds and may hinder Churchill’s ability to consummate an initial business combination. If Churchill is unable to complete an initial business combination within the Completion Window, Churchill Public Stockholders may receive only approximately $10.00 per share on the liquidation of Trust Account. In certain circumstances, Churchill Public Stockholders may receive less than $10.00 per share on the redemption of their shares if Churchill are unable to complete the Business Combination within the Completion Window.

To mitigate the risk of Churchill being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), all funds in the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of the Business Combination or liquidation. Furthermore, such cash (which may include demand deposit accounts) is held in bank accounts, which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”). While Churchill has only placed the Trust Account deposits with JPMorgan Chase Bank N.A., only a small portion of the funds in the Trust Account will be guaranteed by the FDIC.

Churchill may be subject to a new 1% U.S. federal excise tax in connection with redemptions of Churchill’s Class A Common Stock.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Because any such excise tax would be payable by Churchill and not by the redeeming holder, it could cause a reduction in the value of Churchill’s Class A Common Stock or cash available for distribution in a subsequent liquidation. Whether and to what extent Churchill would be subject to the excise tax in connection with an initial business combination will depend on a number of factors, including (i) the structure of the initial business combination, (ii) the fair market value of the redemptions and repurchases in connection with the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or any other equity issuances within the same taxable year of the initial business combination) and (iv) the content of any subsequent regulations, clarifications, and

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other guidance issued by the Treasury. However, to mitigate this uncertainty, any funds held in the Trust Account prior to the termination of such account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any redemptions of the Churchill Class A Common Stock, prior to or in connection with an extension of the Completion Window, an initial business combination or Churchill’s liquidation.

Risks Related to the Redemption

You must tender your shares of Churchill’s Class A Common Stock in order to validly exercise your redemption rights.

In connection with tendering your shares for redemption, you must elect either to physically tender your Churchill Class A Common Stock certificates to the Transfer Agent or to deliver your shares of Churchill Class A Common Stock to the Transfer Agent electronically using The Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) System, which election would likely be determined based on the manner in which you hold your shares of Churchill Class A Common Stock, in each case, by two business days prior to the Stockholder Special Meeting. The requirement for physical or electronic delivery by two business days prior to the Stockholder Special Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination Proposal is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

The Churchill Charter does not provide a specified maximum redemption threshold, except that Churchill will not redeem Churchill Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Merger Agreement provides that Churchill’s and CorpAcq’s respective obligations to Closing are conditioned on Churchill having at least $5,000,001 of net tangible assets remaining after the Churchill Stockholder Redemptions. As a result, Churchill may be able to consummate the Business Combination even though a substantial portion of Churchill Public Stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/​prospectus, except for the Additional Subscription (if any), no agreements with respect to the private purchase of public shares by Churchill or the persons described above have been entered into with any such investor or holder. Churchill will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other Proposals (as described in this proxy statement/prospectus) at the Stockholder Special Meeting. For more information regarding the Additional Subscription, please see the section titled “— Certain Relationships and Related Person Transactions — Sponsor Agreement.”

In the event that the aggregate cash amounts that Churchill would be required to pay for all shares of Churchill Class A Common Stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to Churchill, Churchill may not consummate the Business Combination or redeem any shares, and all shares of Churchill Class A Common Stock submitted for redemption will be returned to the holders thereof.

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.

Each Churchill Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13(d) 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 shares of Churchill Class A Common Stock sold in the Churchill IPO unless such stockholder first obtains Churchill’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Churchill will require each Churchill Public

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Stockholder seeking to exercise redemption rights to certify to Churchill whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Churchill at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Churchill makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Churchill’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Churchill if you sell such excess shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to such excess shares if Churchill consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the Churchill IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Churchill cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of shares of Churchill Class A Common Stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge Churchill’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, the ability of Churchill’s stockholders to vote all of their shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemption.

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.

Churchill can give no assurance as to the price at which a stockholder may be able to sell its Churchill Class A Common Stock in the future following the completion of the Business Combination.

Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in Churchill’s share price, and may result in a lower value realized now than a stockholder of Churchill might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Post-Combination Company Ordinary A1 Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of Churchill who wish to redeem their shares of Churchill Class A Common Stock for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares Churchill Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

Stockholders electing to redeem their shares of Churchill Class A Common Stock will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated Closing. Please see the section titled “— Stockholder Special Meeting of Churchill Stockholders — Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If, despite Churchill’s compliance with the proxy rules, a stockholder fails to receive Churchill proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of Churchill Class A Common Stock. In addition, the proxy materials that Churchill is furnishing to holders of shares of Churchill Class A Common Stock in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem public shares of Churchill Class A Common Stock. In the event that a stockholder fails to comply with these procedures, its shares of Churchill Class A Common Stock may not be redeemed.

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SPECIAL MEETING OF CHURCHILL STOCKHOLDERS

This proxy statement/prospectus is being provided to Churchill stockholders as part of a solicitation of proxies by the Churchill Board for use at the Stockholder Special Meeting to be held on [•], 202[•], and at any adjournment thereof. This proxy statement/prospectus contains important information regarding the Stockholder Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about [•] 202[•], to all stockholders of record of Churchill as of [•], 202[•], the record date for the Stockholder Special Meeting. Stockholders of record who owned shares of Churchill Common Stock at the close of business on the record date are entitled to receive notice of, attend and vote at the Stockholder Special Meeting. On the record date, there were [•] shares of Churchill Common Stock outstanding.

On January 19, 2024, Churchill filed a definitive proxy statement with the SEC relating to a separate Extension Special Meeting to be called for the purpose of approving the Extension to extend the date by which Churchill must consummate an initial business combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the board of directors. The purpose of the Extension is to allow Churchill additional time to complete the Business Combination. In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval for the Founder Share Amendment to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder. If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

Date, Time and Place

The Stockholder Special Meeting will be held on [•], 202[•], at [•]. It will be conducted via live webcast at the following address www.cstproxy.com/churchillcapitalvii/sm2024, 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. Please have your Control Number, which can be found on your Churchill stockholder proxy card, to join the Stockholder Special Meeting. If you do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent.

Proposals at the Stockholder Special Meeting

At the Stockholder Special Meeting, Churchill stockholders will vote on 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-1 and Annex A-2, and approve the Business Combination (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 (including the ability for the Post-Combination Company to issue new shares, the Post-Combination Company Board composition and the rotation and removal of directors, to eliminate the ability of Post-Combination Company shareholders to vote by written consent, arrangements for Post-Combination Company shareholder meetings, the authorization of directors’ conflicts of interests, and the exclusive forum for the resolution of disputes) 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

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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 CHURCHILL BOARD UNANIMOUSLY (OF THOSE WHO VOTED) RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a stockholder of Churchill, you have a right to vote on certain matters affecting Churchill. The proposals that will be presented at the Stockholder Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the Stockholder Special Meeting if you owned shares of Churchill Common Stock at the close of business on [•], 202[•], which is the record date for the Stockholder Special Meeting. You are entitled to one vote for each share of Churchill Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you 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 transactions that will be undertaken in connection with 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.

The Churchill Initial Stockholders have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Churchill fails to complete an initial business combination within the completion window. However, if the Churchill Initial Stockholders acquire Churchill Class A Common Stock after the Churchill IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Churchill Class A Common Stock if Churchill fails to complete an initial business combination within the completion window.

Quorum and Required Vote for Proposals for the Stockholder Special 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 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

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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 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.in favor of the Business Combination Proposal for the Business Combination Proposal to be approved.

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, Churchill may fail to complete an initial business combination by February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), in which case Churchill will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to Churchill Public Stockholders unless Churchill further 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.

Recommendation to Churchill Stockholders

The Churchill Board believes that approval of each of the Business Combination Proposal, the Governance Proposals and the Adjournment Proposal to be presented at the Stockholder Special Meeting is in the best interests of Churchill and its stockholders and unanimously (of those who voted) recommends that its stockholders vote “FOR” each of the proposals.

When considering the Churchill Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Warrant Amendment Proposal and the other proposals described in this proxy statement/prospectus, Churchill’s stockholders and warrant holders should keep in mind that the Sponsor and Churchill’s directors and officers have interests in such proposals that may be different from, or in addition to (and which may conflict with), the interests of Churchill stockholders and warrant holders generally. 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 and Churchill warrant holders that they approve the proposals to be presented to Churchill stockholders and Churchill warrant holders, respectively. Churchill stockholders and Churchill warrant holders should take these interests into account in deciding whether to approve the proposals set forth in this proxy statement/​prospectus.

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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.”

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum. For purposes of approval, a failure to vote or an abstention will have no effect on the Governance Proposals and the Adjournment Proposal, but a failure to vote or abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal. In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters.

None of the proposals at the Stockholder Special Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Stockholder Special Meeting.

Voting Your Shares — Stockholders of Record

If you are a Churchill stockholder of record, you may vote by mail or you can attend the Stockholder Special Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Churchill stockholder proxy card. Each share of Churchill Common Stock that you own in your name entitles you to [•] vote on each of the proposals for the Stockholder Special Meeting. Your one or more Churchill stockholder proxy cards show the number of shares of Churchill Common Stock that you own.

Voting by Mail.   You can vote your shares by completing, signing, dating and returning the enclosed Churchill stockholder proxy card in the postage-paid envelope provided. 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. If you hold your shares 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 shares are represented and voted at the Stockholder Special Meeting. If you sign and return the Churchill stockholder proxy card but do not give instructions on how to vote your shares, your shares of Churchill Common Stock will be voted as recommended by the Churchill Board. The Churchill Board recommends voting “FOR” the Business Combination Proposal, “FOR” each of the Governance Proposals and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [•] on [•], 202[•].

Voting via the Virtual Meeting Platform.   You can attend the Stockholder Special Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Churchill stockholder proxy card. You can access the Stockholder Special Meeting by visiting the website www.cstproxy.com/churchillcapitalvii/sm2024. You will need your control number for access. If you are a Registered Holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee. To attend and participate at the Stockholder Special Meeting, you can sign in with your control number as a Registered Holder or a beneficial owner who has registered with a legal proxy. 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. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Churchill can be sure that the broker, bank or nominee has not already voted your shares of Churchill Common Stock.

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Voting Your Shares — Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Stockholder Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the Stockholder Special Meeting, you must get a proxy from the broker, bank or other nominee. Please see the section titled “Special Meeting of Churchill Stockholders — Attending the Stockholder Special Meeting.”

Attending the Stockholder Special Meeting

Only Churchill stockholders on the record date or their legal proxyholders may attend and participate at the Stockholder Special Meeting. Please note that you will only be able to access the Stockholder Special Meeting by means of remote communication. Please have your Control Number, which can be found on your Churchill stockholder proxy card, to join the Stockholder Special Meeting. If you are a registered holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. You are encouraged to access the meeting prior to the start time. For further assistance, should you need it, please call [•].

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Stockholder Special Meeting or at the Stockholder Special Meeting by doing any one of the following:

•

you may send another Churchill stockholder proxy card with a later date;

•

you may notify Churchill’s Secretary in writing to Churchill Capital Corp VII, 640 Fifth Avenue, 12th Floor, New York, NY 10019, before the Stockholder Special Meeting that you have revoked your proxy; or

•

you may attend the Stockholder Special Meeting, revoke your proxy, and vote in person via the virtual meeting platform, as indicated above.

No Additional Matters

The Stockholder Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Governance Proposals and the Adjournment Proposal. Under Churchill’s current bylaws, other than procedural matters incident to the conduct of the Stockholder Special Meeting, no other matters may be considered at the Stockholder Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Stockholder Special Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Churchill Common Stock, you may call Morrow, Churchill’s proxy solicitor, at (800) 662-5200 (toll free), or banks and brokerage firms, please call collect at (203) 658-9400 or email CVII.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Churchill Charter, any holders of Churchill Class A Common Stock may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust

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Account, less Working Capital Withdrawals and franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Churchill IPO (calculated as of two business days prior to the consummation of the Business Combination, less Working Capital Withdrawals and franchise and income taxes payable). 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.

In order to exercise your redemption rights, you must:

If you hold Churchill Public Units, separate the underlying Churchill Class A Common Stock and Churchill Public Warrants; prior to 5:00 P.M., Eastern Time on [•], 202[•] (two business days before the Stockholder Special Meeting), tender your shares physically or electronically, identify to Churchill the beneficial holder of the shares being redeemed and submit a request in writing that Churchill redeems your Churchill Class A Common Stock for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at www.[•], and, for shares physically tendered (which must be submitted with accompanying documents), 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

•

identify to Churchill the beneficial holder of the Churchill Class A Common Stock being redeemed; and

•

deliver your Churchill Class A Common Stock either physically or electronically through DTC’s ATOP system to the Transfer Agent at least two business days before the Stockholder Special Meeting. 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. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. 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. If you do not submit a written request and deliver your Churchill Class A Common Stock as described above, your shares will not be redeemed.

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 DTC’s 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 is approved.

Holders of outstanding Churchill Public Units must separate the underlying Churchill Class A Common Stock and Churchill Public Warrants prior to exercising redemption rights with respect to the Churchill Class A Common Stock.

If you hold Churchill Public Units registered in your own name, you must deliver the certificate for such Churchill Public Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Churchill Public Units into Churchill Class A Common Stock and Churchill Public Warrants. This must be completed far enough in advance to permit the mailing of the Churchill Class A Common Stock certificates back to you so that you may then exercise your redemption rights upon the separation of the Churchill Class A Common Stock from the Churchill Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Churchill Public Units, you must instruct such nominee to separate your Churchill Public Units. Your nominee must send written

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instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of Churchill Public Units to be split and the nominee holding such Churchill Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Churchill Public Units and a deposit of an equal number of Churchill Class A Common Stock and Churchill Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Churchill Class A Common Stock from the Churchill Public Units.

While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Churchill Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Each redemption of shares of Churchill Class A Common Stock by the Churchill Public Stockholders will reduce the amount in the Trust Account, which had a balance of $605.9 million as of September 30, 2023. In addition, (x) 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 and (y) 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 shares of Churchill Common Stock included in the Churchill Public Units sold in the Churchill IPO.

Any request to redeem Churchill Public Units, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of Churchill Public Units delivered their certificate in connection with an election of their redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, they may simply request that the Transfer Agent return the certificate (physically or electronically).

Prior to exercising redemption rights, stockholders should verify the market price of Churchill Class A Common Stock as they may receive higher proceeds from the sale of their Churchill Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Churchill cannot assure you that you will be able to sell your shares of Churchill Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Churchill Class A Common Stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Churchill Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Post-Combination Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

You will also have an opportunity to exercise your redemption rights if the Extension is approved by Churchill stockholders at the Extension Special Meeting, whereby you may redeem all or a portion of your shares of Churchill Class A Common Stock in connection with the Extension. If Churchill stockholders do not approve the Extension, or if Churchill does not implement the Extension, it will not redeem any Public Shares submitted for redemption in connection with the Extension Special Meeting.

If the Business Combination is not approved and Churchill does not consummate an initial business combination by February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board), Churchill will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Churchill Public Stockholders and Churchill Warrants will expire worthless.

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

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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 August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by Churchill’s Board) or Churchill further 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.

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 Costs for the Stockholder Special Meeting

Churchill is soliciting proxies on behalf of the Churchill Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Churchill has engaged Morrow to assist in the solicitation of proxies for the Stockholder Special Meeting. Churchill and Churchill’s directors, officers and employees may also solicit proxies in person. Churchill will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Churchill will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Churchill will pay Morrow a fee of $47,500.00, plus disbursements, reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Churchill’s proxy solicitor. Churchill will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/​prospectus and the related proxy materials to Churchill stockholders. Churchill’s directors, officers and employees who solicit proxies will not be paid any additional compensation for soliciting.

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CHURCHILL PUBLIC WARRANT HOLDER MEETING

This proxy statement/prospectus is being provided to Churchill Public Warrant holders as part of a solicitation of proxies by the Churchill Board for use at the Warrant Holder Meeting to be held on [•], 202[•], and at any adjournment thereof. This proxy statement/prospectus contains important information regarding the Warrant Holder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement/prospectus is being first mailed on or about [•], 202[•] to all Churchill Public Warrant holders of record as of [•], 202[•]. The record date for the Warrant Holder Meeting is [•], 202[•]. Churchill Public Warrant holders of record who owned Churchill Public Warrants at the close of business on the record date are entitled to receive notice of, attend and vote at the Warrant Holder Meeting. As of the record date of the Warrant Holder Meeting, there were [•] outstanding Churchill Public Warrants.

Date, Time and Place

The Warrant Holder Meeting will be held on [•], 202[•] at [•]. It will be conducted via live webcast at the following address www.cstproxy.com/churchillcapitalvii/whm2024, 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:

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Warrant Amendment Proposal — To consider and vote upon a proposal to approve the Class C Warrant Amendment, as set forth in Annex G to this proxy statement prospectus (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 (Warrant Holder Proposal No. 2).

THE CHURCHILL BOARD UNANIMOUSLY (OF THOSE WHO VOTED) RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a Churchill Public Warrant holder, you have a right to vote on certain matters affecting Churchill. The proposals that will be presented at the Warrant Holder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the Warrant Holder Meeting if you owned Churchill Public Warrants at the close of business on [•], 202[•] which is the record date for the Warrant Holder Meeting. You are entitled to one vote for each Churchill Public Warrant that you owned as of the close of business on the record date. If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the warrants you beneficially own are properly counted. As of the record date of the Warrant Holder Meeting, there were [•] outstanding Churchill Public Warrants.

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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 to Churchill Public Warrant Holders

The Churchill Board 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 its Churchill Public Warrant holders and unanimously (of those who voted) recommends that its Churchill Public Warrant holders vote “FOR” each of the proposals.

When you consider the recommendation of the Churchill Board in favor of approval of the Warrant Holder Proposal, you should keep in mind that the Churchill Initial Stockholders and certain other members of the Churchill Board and officers of Churchill have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a Churchill Public Warrant holder. Churchill Public Warrant holders should take these interests into account in deciding whether to approve the proposals presented at the Warrant Holder Meeting, including the Warrant Amendment Proposal.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum. For purposes of approval, a failure to vote or an abstention will have no effect on the Warrant Holder Adjournment Proposal, but a failure to vote or abstention will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal. In general, if your Churchill Public Warrants are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your Churchill Public Warrants, your broker, bank or other nominee, in its sole discretion, may either leave your Churchill Public Warrants unvoted or vote your Churchill Public Warrants on routine matters, but not on any non-routine matters.

None of the proposals at the Warrant Holder Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your Churchill Public Warrants on any proposal to be voted on at the Warrant Holder Meeting.

Voting Your Warrants — Warrant Holders of Record

If you are a Churchill Public Warrant holder of record, you may vote by mail or you can attend the Warrant Holder Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Churchill warrant holder proxy card. Each Churchill Public Warrant that you

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own in your name entitles you to one vote on each of the proposals for the Warrant Holder Meeting. Your one or more Churchill warrant holder proxy cards show the number of Churchill Public Warrants that you own.

Voting by Mail.   You can vote your Churchill Public Warrants by completing, signing, dating and returning the enclosed Churchill warrant holder proxy card in the postage-paid envelope provided. 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. If you hold your 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 Public Warrants are represented and voted at the Warrant Holder Meeting. If you sign and return the Churchill warrant holder proxy card but do not give instructions on how to vote your Churchill Public Warrants, your Churchill Public Warrants will be voted as recommended by the Churchill Board. The Churchill Board recommends voting “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holder Adjournment Proposal. Votes submitted by mail must be received by [•] on [•], 202[•].

Voting via the Virtual Meeting Platform.   You can attend the Warrant Holder Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Churchill warrant holder proxy card. You can access the Warrant Holder Meeting by visiting the website www.cstproxy.com/churchillcapitalvii/whm2024. You will need your control number for access. If you are a Registered Holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee. To attend and participate at the Warrant Holder Meeting, you can sign in with your control number as a Registered Holder or a beneficial owner who has registered with a legal proxy. 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. However, if your Churchill Public Warrants are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Churchill can be sure that the broker, bank or nominee has not already voted your Churchill Public Warrants.

Voting Your Warrants — Beneficial Owners

If your Churchill Public Warrants are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of Churchill Public Warrants held in “street name” and this proxy statement/​prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the holder of record of your Churchill Public Warrants for purposes of voting at the Warrant Holder Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the Churchill Public Warrants in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/​prospectus. As a beneficial owner, if you wish to vote at the Warrant Holder Meeting, you must get a proxy from the broker, bank or other nominee. Please see the section titled “Churchill Public Warrant Holder Meeting — Attending the Warrant Holder Meeting.”

Attending the Warrant Holder Meeting

Only Churchill Public Warrant holders on the record date or their legal proxyholders may attend and participate at the Warrant Holder 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

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on your Churchill warrant holder proxy card, to join the Warrant Holder Meeting. If you are a registered holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. You are encouraged to access the meeting prior to the start time. For further assistance, should you need it, please call [•].

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Warrant Holder Meeting or at the Warrant Holder Meeting by doing any one of the following:

•

you may send another Churchill warrant holder proxy card with a later date;

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you may notify Churchill’s Secretary in writing to Churchill Capital Corp VII, 640 Fifth Avenue, 12th Floor, New York, NY 10019, before the Warrant Holder Meeting that you have revoked your proxy; or

•

you may attend the Warrant Holder Meeting, revoke your proxy, and vote in person via the virtual meeting platform, as indicated above.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Churchill Public Warrants, you may call Morrow, Churchill’s proxy solicitor, at (800) 662-5200 (toll free), or banks and brokerage firms, please call collect at (203) 658-9400 or email CVII.info@investor.morrowsodali.com.

Redemption Rights

Holders of outstanding Churchill Public Warrants do not have redemption rights in connection with the Business Combination.

Proxy Solicitation Costs for Warrant Holder Meeting

Churchill is soliciting proxies on behalf of the Churchill Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Churchill has engaged Morrow to assist in the solicitation of proxies for the Warrant Holder Meeting. Churchill and Churchill’s directors, officers and employees may also solicit proxies in person. Churchill will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Churchill will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Churchill will pay Morrow a fee of $47,500.00, plus disbursements, reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Churchill’s proxy solicitor. Churchill will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/​prospectus and the related proxy materials to Churchill Public Warrant holders. Churchill’s directors, officers and employees who solicit proxies will not be paid any additional compensation for soliciting.

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THE BUSINESS COMBINATION

General

On August 1, 2023, Churchill entered into the Merger Agreement with CorpAcq, PubCo, Merger Sub, and the Sellers. Concurrently with the entry into the Merger Agreement, the Churchill Initial Stockholders, Churchill and PubCo entered into the Sponsor Agreement. On September 19, 2023, BermudaCo became a party to the Merger Agreement. On December 26, 2023, Churchill, the CorpAcq Parties and the Sellers amended the Merger Agreement in connection with the Extension.

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 an aggregate number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered prior to the Closing and (ii) create additional authorized share capital (or an agreed upon similar construct) equivalent to, or otherwise issue, additional BermudaCo Redeemable Shares attributable to the portion of the Delivered Capital Amount estimated to be delivered from and after the Closing;

•

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, registered in the name of the Sponsor (or its designees), at a subscription price of $0.000001 per Post-Combination Company B Share, against (and concurrently with) the payment of the B Share Subscription Amount;

•

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:

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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 Post-Combination Company Ordinary A1 Share; 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 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

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converted into and become one validly issued, fully paid and nonassessable share of 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 Excluded Share, being any 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.

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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 and (ii) certain accrued and unpaid Churchill Transaction Expenses;

•

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 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, which is the total consideration to be paid to the Sellers and the Drag Sellers at Closing in exchange for the CorpAcq Sale and the Drag Along Sale, to the Sellers less the aggregate amounts thereof due to the Drag Sellers;

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•

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 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 cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, and (ii) any remaining Available Cash Amount less transaction expenses, the CorpAcq Preferred Redemption Amount, the Closing Seller Cash Consideration and the amount in (i) above (if any), held by the Surviving Corporation at such time. Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

•

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 stamping of the relevant transfer forms 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, which is the total consideration to be paid to the Sellers and the Drag Sellers at Closing in exchange for the CorpAcq Sale and the Drag Along Sale, to 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;

•

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.

Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed to work in good faith to have a new credit facility in place prior to Closing. On January 19, 2024, CorpAcq entered into the 2024 Facilities to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The 2024 Facilities include a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility. Up to $128.6 million of the 2024 Facilities (minus any portion of such amount that is actually utilized by CorpAcq to consummate an acquisition that has been previously approved or otherwise consented to by Churchill prior to Closing) will be deemed to constitute part of (1) the Delivered Capital Amount and (2) the Available Cash Amount. Other than such refinancing, there are currently no other planned capital raising transactions. As a result, other than funds in the Trust Account (net of any Churchill Stockholder Redemptions) and up to $128.6 million of the 2024 Facilities, there are currently no additional cash or cash equivalents anticipated to be delivered or committed to Churchill, CorpAcq, PubCo or any

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of their respective subsidiaries that would impact the calculation of Closing Seller Cash Consideration, the Closing Seller Share Consideration, the Earnout Shares, the Retirement Founder Shares or BermudaCo Redeemable Shares.

Although the Available Cash Amount will include any qualifying cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries including in connection with any qualifying capital raising transactions, no such capital raising transactions are currently contemplated. As a result, the Available Cash Amount is anticipated to consist of the funds in the Trust Account (net of any Churchill Stockholder Redemptions). As of September 30, 2023, the balance of the Trust Account was approximately $605.9 million.

In connection with the Closing, the Available Cash Amount, including amounts in the Trust Account, will be applied as follows:

•

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 Class A Common Stock, par value $0.001 per share, of the Surviving Corporation held by the Post-Combination Company in exchange for an amount paid by the Surviving Corporation to the Post-Combination Company in cash equal to the market value of the shares of Churchill Class A Common Stock so repurchased in the Churchill Stock Repurchase. Such funds will be used by the Post-Combination Company in connection with the Closing Seller Cash Consideration, the CorpAcq Preferred Redemption Amount and for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

•

to make to the Post-Combination Company, the I/C Company Interest Loan, at the Post-Combination Company’s request in an amount necessary to allow the Post-Combination Company to pay all or any portion of (i) the Closing Seller Cash Consideration to the CorpAcq shareholders, (ii) CorpAcq Preferred Redemption Amount, and (iii) CorpAcq transaction expenses; and

•

to make to CorpAcq, 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 cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in capital raising transactions with any holders of shares of CorpAcq) and (ii) any remaining Available Cash 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. Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives.

Impact of the Business Combination on Public Float

It is anticipated that, upon consummation of the Business Combination and assuming (1) the No Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 43.5% 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 6.1% (or, when including the BermudaCo Series B-2 Shares, 12.2%) and voting interest of approximately 13.8% 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 44.4% (or, including

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the Post-Combination Company Ordinary A2 Shares, 44.4%) and voting interest of approximately 48.0% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the $500 Million in Trust Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 36.1% and a voting interest of approximately 31.4% 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, including the BermudaCo Series B-2 Shares, 11.3%) 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 52.6% (or, including the Post-Combination Company Ordinary A2 Shares, 52.6%) and voting ownership interest of approximately 55.6% of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination and assuming (1) the Contractual Maximum Redemption Scenario and (2) that the Post-Combination Company Ordinary A2 Shares, Post-Combination Company Ordinary A3 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares are not vested as of Closing, and excluding the impact of the Additional Dilution Sources:

(i)

Churchill Public Stockholders will have an economic interest of approximately 22.0% and a voting interest of approximately 18.9% 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 5.1% (or, including the BermudaCo Series B-2 Shares, 10.3%) and voting interest of approximately 12.1% 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 66.8% (or, including the Post-Combination Company Ordinary A2 Shares, 67.8%) and voting ownership interest of approximately 68.9% of the Post-Combination Company.

The following table illustrates varying levels of holdings of the common stock of the Post-Combination Company, assuming the No Redemption Scenario, the $500 Million in Trust Redemption Scenario and the Contractual Maximum Redemption Scenario. The following table is provided for illustrative purposes only and there can be no assurance that the Post-Combination Company’s securities will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. Percentages may not sum due to rounding. Please see the section titled “Risks Related to Churchill and the Business Combination.”

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Holders	No Redemption Scenario(1)		% of Total		$500 Million in Trust Redemption Scenario(2)		% of Total		Contractual maximum Redemption Scenario(3)		% of Total
​	(millions of shares, except as otherwise indicated)
Post-Combination Company Ordinary A1 Shares – Churchill Public Stockholders(4)	​	58.0	​	38.2%	​	47.8	​	31.4%	​	26.8	​	18.9%
Post-Combination Company Ordinary A1 Shares (Closing Seller Share Consideration) – CorpAcq Shareholders(5)	​	59.2	​	39.0%	​	69.9	​	45.9%	​	81.5	​	57.5%
Post-Combination Company Ordinary A2 Shares (Incremental Earnout Shares) – CorpAcq Shareholders(6)	​	0.0	​	0.0%	​	0.0	​	0.0%	​	1.1	​	0.8%
Post-Combination Company Ordinary A3 Shares (Base Earnout Shares) – CorpAcq Shareholders(7)	​	13.5	​	8.9%	​	14.8	​	9.7%	​	15.0	​	10.6%
Total Post-Combination Company Ordinary Shares – CorpAcq Shareholders(8)	​	72.8	​	48.0%	​	84.7	​	55.6%	​	97.7	​	68.9%
Total Post-Combination Company Ordinary Shares	​	130.8	​	86.2%	​	132.5	​	87.1%	​	124.5	​	87.9%
Exchangeable Units consisting of a BermudaCo Series B-1 Share and a Post-Combination Company B Share – Sponsor	​	8.1	​	5.4%	​	7.5	​	4.9%	​	6.3	​	4.4%
Exchangeable Units consisting of a BermudaCo Series B-2 Share and a Post-Combination Company B Share (Base Vesting Shares) – Sponsor(9)	​	8.1	​	5.4%	​	7.5	​	4.9%	​	6.3	​	4.4%
Exchangeable Units consisting of a BermudaCo Series B-3 Share and a Post-Combination Company B Share (Earn-Out Vesting Shares) – Sponsor(10)	​	4.7	​	3.1%	​	4.7	​	3.1%	​	4.7	​	3.3%
Total Exchangeable Units – Sponsor(11)	​	21.0	​	13.8%	​	19.7	​	12.9%	​	17.2	​	12.1%
Total Post-Combination Company Ordinary Shares and Post-Combination Company B Shares	​	151.7	​	100%	​	152.2	​	100.0%	​	141.7	​	100%
Additional Dilution Sources(12)(13)	​	​	​	​	​	​	​	​	​		​
Post-Combination Company Class C-1 Shares / Post-Combination Company Public Warrants(12)(13)	​	27.6	​	15.4%	​	27.6	​	15.4%	​	27.6	​	16.3%
Post-Combination Company Class C-2 Shares / Post-Combination Company Private Placement Warrants(12)(14)	​	29.0	​	17.4%	​	29.0	​	17.4%	​	29.0	​	18.6%
Total Post-Combination Company Class C Shares / Post-Combination Company Warrants	​	56.6	​	27.2%	​	56.6	​	27.2%	​	56.6	​	28.5%
Non Employee Plan(12)(14)	​	1.0	​	0.7%	​	1.0	​	0.7%	​	0.9	​	0.7%
Omnibus Incentive Plan(12)(16)	​	15.2	​	9.1%	​	15.2	​	9.1%	​	14.2	​	9.1%
Equity Plans(11)(15)	​	16.2	​	9.6%	​	16.2	​	9.6%	​	15.1	​	9.6%
Total Additional Dilution Sources(12)(18)	​	72.8	​	32.4%	​	72.8	​	32.4%	​	71.7	​	33.6%
Effective Outstanding Deferred Discount ($ in millions)(19)	​	17.9	​	1.2%	​	17.9	​	1.2%	​	17.9	​	1.3%

(1)

The No Redemption Scenario assumes that (i) no shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders in connection with the Stockholder Special Meeting, and (ii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount. Totals may differ due to rounding.

(2)

The $500 Million in Trust Redemption Scenario assumes that (i) approximately 10,167,598 shares of

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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, represents the number of shares of Churchill Class A Common Stock redeemed to result in remaining funds in the Trust Account of $500,000,000, and (ii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(3)

The Contractual Maximum Redemption Scenario assumes that (a) approximately 31,189,060 shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders, which, based on (i) the amount of $606,247,892 in the Trust Account as of August 31, 2023, (ii) Transaction Expenses of $59,000,000 and (iii) $128.6 million of the 2024 Facilities constituting part of the Delivered Capital Amount and Available Cash Amount, represents the maximum amount of redemptions that would still enable Churchill to have sufficient cash to satisfy the Minimum Cash Condition and (b) no additional cash or cash equivalents are delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with capital raising transactions consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing.

(4)

Represents Post-Combination Company Ordinary A1 Shares to be received by holders of Churchill Class A Common Stock by virtue of the Merger, and is dependent on the level of Churchill Stockholder Redemptions.

(5)

Represents Post-Combination Company Ordinary Shares to be received by CorpAcq Shareholders as part of the Closing Seller Share Consideration and as consideration for the sale of such holders’ CorpAcq Shares pursuant to the CorpAcq Sale or Drag Along Sale, as applicable, and are subject to adjustment based upon the Delivered Capital Adjustment Amount. See “The Merger Agreement — Consideration — Closing Seller Cash Consideration.”

(6)

Represents Post-Combination Company Ordinary A2 Shares to be issued within five days following the final calculation of the Delayed Financing Amount to CorpAcq Shareholders as Incremental Earnout Shares and as additional consideration for the sale of such holders’ CorpAcq Shares pursuant to the CorpAcq Sale or Drag Along Sale, as applicable, and the number of which are calculated based upon the Delivered Capital Adjustment Amount (see “The Merger Agreement — Earnout Shares”). The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

(7)

Represents Post-Combination Company Ordinary A3 Shares to be issued at Closing and within five days following final calculation of the Delayed Financing Amount to CorpAcq Shareholders, in each case as part of the Base Earnout Shares and as additional consideration for the sale of such holders’ CorpAcq Shares pursuant to the CorpAcq Sale or Drag Along Sale, as applicable. The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

(8)

Represents total Post-Combination Company Ordinary Shares to be received by CorpAcq Shareholders.

(9)

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

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(10)

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares.

(11)

Represents Exchangeable Units to be received by the Sponsor following consummation of the Founder Equity Retirement and in connection with the Founder Share Contribution, which are subject to adjustment based upon the Delivered Capital Adjustment Amount. See “Related Agreements —  Sponsor Agreement.”

(12)

The % of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of Post-Combination Company Ordinary A1 Shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the Contractual Maximum Redemption Scenario, the % of Total with respect to the Omnibus Incentive Plan would be calculated as follows: (a) 14.2 million divided by the sum of (b) (i) 141.7 million plus (ii) 14.2 million, resulting in 9.1%.

(13)

This row assumes exercise of Post-Combination Company Class C-1 Shares or Post-Combination Company Public Warrants, as applicable, to convertible for, or exercisable for, as applicable 27,600,000 Post-Combination Company Ordinary A1 Shares.

(14)

This row assumes exercise of Post-Combination Company Class C-2 Shares or Post-Combination Company Private Placement Warrants, as applicable, to convertible for, or exercisable for, as applicable 29,000,000 Post-Combination Company Ordinary A1 Shares, and includes 15,000,000 Post-Combination Company Class C-2 Shares in respect of the Closing Seller Class C-2 Consideration.

(15)

This row assumes the issuance of all Post-Combination Company Ordinary A1 Shares reserved for issuance under the Non Employee Plan at Closing, the current maximum of which is anticipated to be approximately 1.0 million in each of the No Redemption Scenario, the $500 Million in Trust Redemption Scenario and Contractual Maximum Redemption Scenario, in each case, assuming no Additional Shares are outstanding as of immediately after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company Class C Shares.

(16)

This row assumes the issuance of all Post-Combination Company Ordinary A1 Shares reserved for issuance under the Omnibus Incentive Plan at Closing, which is anticipated to be approximately 15.2 million, assuming each of the No Redemption Scenario and $500 Million in Trust Redemption Scenario and 14.2 million, assuming the Contractual Maximum Redemption Scenario, in each case assuming no Additional Shares are outstanding as of immediately after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company Class C Shares.

(17)

This row assumes the issuance of all Post-Combination Company Ordinary A1 Shares reserved for issuance under the Equity Plans at Closing, the current maximum of which is anticipated to be 16.2 million, assuming each of the No Redemption Scenario and $500 Million in Trust Redemption Scenario and 15.1 million, assuming the Contractual Maximum Redemption Scenario, in each case assuming no Additional Shares are outstanding as of immediately after Closing, but excluding all Post-Combination Company Warrants and Post-Combination Company Class C Shares.

(18)

This row assumes the issuance of all Post-Combination Company Ordinary Shares in connection with each of the Additional Dilution Sources.

(19)

Reflects the outstanding deferred underwriting commissions of $17,931,375 incurred in connection with the Churchill IPO (after taking into account amounts waived by underwriters of the Churchill IPO as of the date of this proxy statement perspective) and is calculated as a percentage over: (a) Total Post-Combination Company Ordinary Shares and Post-Combination Company B Shares, multiplied by (b) $10.00. See section “The Business Combination  — Waiving Underwriters” and the risk factor entitled “The Waiving Underwriters were to be compensated in part on a deferred basis for already-rendered underwriting services in connection with the Churchill IPO, yet each of the Waiving Underwriters waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/ prospectus” for more information.

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Background of the Business Combination

Churchill is a blank check company formed as a corporation in Delaware on October 9, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Business Combination is the result of an extensive search for an initial business combination, whereby Churchill and its advisors evaluated approximately several dozen potential targets utilizing Churchill’s global network and the investing, operating and transaction experience of the Sponsor, Churchill’s management team, and members of the Churchill Board. The terms of the Business Combination are the result of arm’s-length negotiations between representatives of Churchill and representatives of CorpAcq over the course of approximately nine months. The following is a summary discussion of the background of these negotiations, the Merger Agreement and the Business Combination.

On February 17, 2021, Churchill completed the Churchill IPO. Prior to the consummation of the Churchill IPO, neither Churchill nor anyone on its behalf contacted any prospective target or held any substantive discussions, formal or otherwise, with respect to a transaction with Churchill. After the Churchill IPO, Churchill commenced an active search for prospective businesses and assets with which to consummate an initial business combination.

In evaluating potential targets with which to consummate an initial business combination, Churchill, together with the Sponsor and their respective advisors, surveyed the landscape of potential targets based on their knowledge of, and familiarity with, the M&A marketplace. In general, 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. Churchill generally applied these criteria when evaluating potential targets.

Central to Churchill’s strategy was to originate an investment opportunity sourced through its proprietary channels. Churchill’s selection process leveraged the Sponsor’s international network of industry, venture capital sponsor, private equity sponsor, credit fund sponsor and lending community relationships as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants. Churchill deployed a proactive, thematic sourcing strategy with a focus on companies where it believed the combination of its operating experience, relationships, capital and capital markets expertise could be catalysts to transform a target and help accelerate the target’s growth and performance.

Following the Churchill IPO, Churchill engaged Archimedes Advisor Group LLC (“Archimedes”), which is an affiliate of Michael Klein (President and Chief Executive Officer of Churchill and Chairman of the Churchill Board) and Mark Klein (Director of Churchill), as a strategic advisor. Churchill engaged Archimedes as a result of its experience in transactions similar to the Business Combination and its familiarity with Churchill’s proprietary channels, including through Archimedes’ prior and ongoing engagement by special purpose acquisition companies (“SPACs”) in which Michael Klein and the other members of the Churchill Board have been, and are, actively engaged.

From the Churchill IPO until early 2023, representatives of Archimedes and the Sponsor contacted and were contacted by a number of individuals and entities with respect to business combination opportunities. In connection with evaluating such opportunities, Churchill executed non-disclosure agreements with, and representatives of Churchill and the Sponsor met and conducted discussions with, and commenced due diligence on, six potential target opportunities. Churchill did not enter into exclusivity, nor did Churchill agree to terms, with any of the potential targets (other than CorpAcq, as described below).

On October 19, 2022, a representative of NOVA Capital Management (“Nova”), a minority investor in CorpAcq and acting on behalf of CorpAcq, contacted Mr. Mark Klein in connection with exploring a potential transaction with CorpAcq. Mr. Mark Klein, who is also a Director of Churchill Capital Corp VI

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(“Churchill VI”), referred the opportunity to Mr. Michael Klein, who is President and Chief Executive Officer of Churchill VI, and representatives of Archimedes, which is also a strategic advisor to Churchill VI. Based on CorpAcq’s capital needs indicated by representatives of Nova at the time, Mr. Michael Klein and Archimedes determined to explore the opportunity on behalf of Churchill VI. On October 23, 2022, Churchill VI executed a joinder to the confidentiality agreement between Nova and CorpAcq.

From late October 2022 until mid-January 2023, representatives of Archimedes, acting on behalf of Churchill VI, commenced initial business diligence on CorpAcq, including a review of CorpAcq’s financials. Representatives of Archimedes also participated in a number of business diligence sessions with representatives of CorpAcq and performed additional due diligence on CorpAcq.

On January 20, 2023, representatives of Archimedes, acting on behalf of Churchill VI, participated in a call with representatives of Nova, acting on behalf of CorpAcq, including David Williamson (Director of CorpAcq and Founder, Chairman & Managing Partner of Nova), to discuss updates on the CorpAcq business. During the call, Archimedes indicated, based upon its preliminary due diligence and Archimedes’ review of a preliminary selected set of publicly traded companies, that a potential transaction with Churchill VI could value CorpAcq at an enterprise value in the range of 10 times CorpAcq’s 2022 Adjusted EBITDA as calculated based on CorpAcq’s performance for the full year ended December 31, 2022, treating any new acquisitions completed by CorpAcq following January 1, 2022 and prior to the time of calculation as acquired on January 1, 2022 (“CorpAcq 2022 Run Rate Adjusted EBITDA”). The parties did not negotiate the proposed enterprise value at this time.

On January 23, 2023, representatives of Archimedes and Mr. Klein held an introductory meeting with Simon Orange, Founder & Chairman of CorpAcq, Stuart Kissen, Head of Acquisitions of CorpAcq, and Mr. Williamson. No specific transaction terms were discussed at this time.

On January 24, 2023, representatives of Archimedes, acting on behalf of Churchill Capital Corp VI, and Mr. Klein met via videoconference with Messrs. Simon Orange, Stuart Kissen, David Williamson, David Martin, Chief Executive Officer of CorpAcq, Nicholas Cattell, Chief Financial Officer of CorpAcq, and other representatives of CorpAcq to further discuss the potential transaction. During such discussions, Churchill suggested an enterprise value of CorpAcq of 10 times CorpAcq 2022 Run Rate Adjusted EBITDA. The parties did not negotiate the proposed enterprise value at this time, but representatives of CorpAcq indicated they would consider such enterprise value. The parties additionally discussed CorpAcq’s required cash proceeds in connection with a potential transaction.

On January 27, 2023, members of the Churchill Board (each of whom is also a member of, and together constitute, the board of directors of Churchill VI) convened a joint meeting of the Churchill Board and the board of directors of Churchill VI via videoconference, which meeting was attended by representatives of certain of Churchill and Churchill VI’s advisors, including Archimedes, Weil, Gotshal & Manges LLP (“Weil”), legal counsel to Churchill and Churchill VI, and Churchill’s management team. At the meeting, representatives of Archimedes presented to the boards certain potential business combination opportunities available to Churchill and certain other potential business combination opportunities available to Churchill VI, including CorpAcq. Representatives of Archimedes provided an overview of each potential target and the status of negotiations for key terms of potential transactions. At the conclusion of the meeting, representatives of Archimedes indicated they would continue to evaluate the potential business combination opportunities and the directors indicated their support.

On February 1, 2023, representatives of Archimedes, acting on behalf of Churchill VI, met in London with Messrs. Orange and Kissen and representatives of Nova, acting on behalf of CorpAcq. During the meeting, the parties discussed key terms of the potential transaction, including valuation, desired capital, post-closing ownership and governance expectations, and agreed to an enterprise value of CorpAcq of approximately £1.07 billion, reflecting approximately 10 times CorpAcq 2022 Run Rate Adjusted EBITDA and other key terms.

On February 2, 2023, representatives of Archimedes, acting on behalf of Churchill VI, attended on-site visits with Messrs. Stuart Kissen, David Martin, Nicholas Cattell and Stephen Scott (Chief Operating Officer, CorpAcq) and other members of CorpAcq management at CorpAcq’s headquarters in Altrincham, United Kingdom to conduct further diligence with the CorpAcq management team.

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On February 4, 2023, members of the Churchill Board, acting in their capacity as directors of Churchill VI, met via videoconference at a meeting of the board of directors of Churchill VI. Representatives of Archimedes were also in attendance. At the meeting, the directors considered a potential transaction between Churchill VI and CorpAcq. The Archimedes team provided its perspectives on CorpAcq’s financial information, prospects as a public company, capital structure and anticipated future capital needs and the due diligence that Archimedes had conducted to date. The directors engaged in a discussion of the merits and potential challenges of CorpAcq as an initial business combination target, including the potential key terms of a transaction to be included in a potential non-binding letter of intent. During the meeting, Bonnie Jonas, a director of both Churchill and Churchill VI, noted a relationship that her spouse had with a company that was affiliated with private equity funds that were invested in CorpAcq.

On February 5, 2023, representatives of Archimedes, acting on behalf of Churchill VI, sent a draft proposal letter to CorpAcq, which included a draft non-binding letter of intent (the “February 5 Proposal”). The February 5 Proposal contemplated (i) an initial business combination between Churchill VI and CorpAcq in a transaction ascribing an enterprise value to CorpAcq of up to £1.07 billion, (ii) that the consideration to be paid to CorpAcq Shareholders in the potential transaction would consist of cash consideration and shares of the post-closing company (valued at $10.00 per share), (iii) a 180-day post-closing lock-up for CorpAcq’s shareholders, and a one year post-closing lock-up for both Churchill VI’s sponsor and members of CorpAcq’s management team, (iv) that up to 50% of the shares held by Churchill VI’s sponsor would be unvested at the closing and would revest to the extent the post-closing company’s per share trading price was at least $11.50 within five years from the closing of the Business Combination, and (v) that one director of the post-closing company be designated by Churchill VI’s sponsor, one director of the post-closing company be mutually designated by Churchill VI’s sponsor and CorpAcq, and the remaining directors designated by CorpAcq. The February 5 Proposal also included a mutual 60-day exclusivity period, subject to automatic 15-day extensions to the extent that the parties continued to negotiate the proposed transaction in good faith, to complete diligence on CorpAcq and to allow the parties to negotiate and finalize definitive documentation.

In early to mid-February 2023, representatives of Archimedes held a number of discussions with representatives of CorpAcq regarding the February 5 Proposal. During this period, Mr. Orange contacted Mr. Klein to request that Churchill, instead of Churchill VI, pursue a transaction with CorpAcq in light of Churchill’s greater trust account balance and CorpAcq’s greater capital need than as had initially been discussed in January. Also during this period, CorpAcq proposed that the Sponsor would forfeit approximately 50% of its shares and warrants in connection with the proposed transaction.

On February 16, 2023, members of the Churchill Board convened a joint meeting of the Churchill Board and the board of directors of Churchill VI via videoconference, which meeting was attended by representatives of certain of Churchill and Churchill VI’s advisors, including Archimedes and Weil, and Churchill’s management team. During the meeting, Ms. Jonas noted her prior disclosure concerning her spouse’s relationship with a company that was affiliated with funds that were invested indirectly in CorpAcq. Representatives of Weil noted to the boards, as had been previously discussed in earlier board meetings, that the two-year anniversary of the Churchill IPO and the Churchill VI IPO would occur the next day on February 17, 2023, and reviewed with the boards several potential next steps in light of the obligation of each of Churchill and Churchill VI to liquidate in the event it chose not to enter into a definitive agreement or non-binding letter of agreement by February 17, 2023. At the meeting, representatives of Archimedes presented to the boards three potential business combination opportunities available to Churchill and Churchill VI, including CorpAcq. Mr. Klein also noted to the boards CorpAcq’s request to pursue an initial business combination with Churchill (rather than Churchill VI) in light of Churchill’s greater trust account balance and CorpAcq’s desired capital. Representatives of Weil reviewed with the boards their fiduciary duties in determining whether each of Churchill and Churchill VI should enter into a non-binding letter of intent (which would have the effect of extending the duration of the company by three months) or liquidate the company. A discussion then ensued among the boards and their advisors regarding the potential advantages and disadvantages of each potential business combination opportunity, including the potential benefits, risks, and opportunity costs that may be realized by Churchill, Churchill VI and their stockholders, respectively, in the event either company entered into a non-binding letter of intent (which would have the effect of automatically extending the duration of that company by three months) with one or more of the potential business combination opportunities or instead liquidated. As part of that discussion, the boards considered

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the capital needs of each potential business combination opportunity, the diligence conducted to date in connection with each opportunity, and the preliminary information reviewed in connection with each opportunity. Following discussion and deliberation, the boards determined to reconvene the meeting later that day.

Later on February 16, 2023, the joint meeting of the Churchill Board and the board of directors of Churchill VI was reconvened. Following further discussion and deliberation, the board of directors of Churchill VI determined it was in the best interests of Churchill VI and its stockholders to execute a non-binding letter of intent with one of the targets that had been presented as an opportunity for Churchill VI. Following the decision of the board of directors of Churchill VI, the Churchill Board determined it was in the best interests of Churchill and its stockholders to execute a non-binding letter of intent with CorpAcq on terms based on those that had been previously negotiated with Churchill VI. Following the meeting, representatives of Archimedes, acting on behalf of Churchill, confirmed to CorpAcq Churchill’s willingness to enter into a non-binding letter of intent based on that previously negotiated with Churchill VI.

Also on February 16, 2023, Churchill and CorpAcq executed a non-binding letter of intent with respect to an initial business combination between Churchill and CorpAcq (the “LOI”). The LOI reflected (i) a CorpAcq enterprise value of £1.07 billion, (ii) that the Sponsor would forfeit a number of Founder Shares and Churchill Private Placement Warrants in the range of 50% and to be mutually agreed by the Sponsor and CorpAcq, (iii) that 50% of the non-forfeited Founder Shares would be unvested at closing and subject to revesting to the extent the post-closing company’s per share trading price was at least $11.50 within five years from the closing of the Business Combination, (iv) that 50% of the Sponsor’s remaining Founder Shares and Churchill Private Placement Warrants would be subject to a lock-up for 12 months with the remaining 50% subject to a lock-up of 18 months, (v) that one director of the post-closing company be designated by the Sponsor, one director of the post-closing company be mutually designated by the Sponsor and CorpAcq, and the remaining directors be designated by CorpAcq and (vi) customary closing conditions, but did not include a requirement that closing would be conditioned upon a minimum balance of the Trust Account. The LOI also contemplated a mutual 60-day exclusivity period, subject to automatic 15-day extensions to the extent that the parties continued to negotiate the proposed transaction in good faith, to allow Churchill to complete its due diligence and to allow the parties to negotiate and finalize definitive documentation. Substantially concurrently with the execution of the LOI, Churchill and CorpAcq executed a confidentiality agreement, which did not contain a standstill provision.

On February 17, 2023, Churchill filed a form 8-K announcing the execution of the LOI but not naming CorpAcq. The form 8-K also noted that pursuant to Churchill’s amended and restated certificate of incorporation then in effect, Churchill would have until May 17, 2023 to complete an initial business combination.

Following execution of the LOI and non-disclosure agreement, Churchill and its advisors commenced in-depth business, financial and legal due diligence of CorpAcq, which continued through to execution of the Merger Agreement. Representatives of each party and their respective advisors acting at the direction of their respective clients, including Weil and Reed Smith LLP, legal counsel to CorpAcq (“Reed Smith”), held several initial calls in the weeks following execution of the LOI and non-disclosure agreement, including preliminary structuring discussions.

On March 27, 2023, the Churchill Board convened a meeting by videoconference, which meeting was attended by representatives of Archimedes, Weil, Wachtell, Lipton, Rosen & Katz (“WLRK”), legal counsel to independent members of the Churchill Board and Churchill’s management team. At the meeting, the Churchill Board considered proposed amendments to Churchill’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which Churchill must consummate an initial business combination from May 17, 2023 to February 17, 2024 (or such earlier date as determined by the Churchill Board). The Extension Amendment was proposed to provide Churchill with additional time to complete due diligence, determine whether to enter into definitive agreements, and, if so, consummate a potential business combination with CorpAcq or, potentially, another target. Representatives of Archimedes provided the Churchill Board an update on Churchill’s discussions with CorpAcq, diligence findings to date and progress toward a potential transaction. Following discussion and consideration, each member of the Churchill Board expressed their support for the proposed Extension Amendment. Following the meeting on March 27, 2023, the Churchill Board executed a unanimous written consent approving the Extension

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Amendment, directing that the Extension Amendment be submitted to the Churchill stockholders for their adoption and recommending Churchill stockholders vote in favor of adopting the Extension Amendment.

On April 30, 2023, the Churchill Board (other than Mr. Schrager, as a result of scheduling constraints) met via videoconference, which meeting was attended by representatives of Archimedes, Weil, WLRK and Churchill’s management team. At the meeting, the Churchill Board was informed that Ms. Jonas had recently learned that she and her spouse held an investment in certain funds, one of which was invested indirectly in CorpAcq, and she would therefore abstain from all votes of the Churchill Board relating to CorpAcq, including the potential transaction with CorpAcq. Also at the meeting, representatives of Weil provided the Churchill Board an update on the upcoming Churchill stockholder meeting to vote on the proposed Extension Amendment. Representatives of Archimedes then provided an update on the potential transaction. Later during the meeting, Ms. Jonas abstained from a Churchill Board vote on certain resolutions previously circulated to the Churchill Board relating to the Extension Amendment. Such resolutions were subsequently approved by all members of the Churchill Board present at the meeting (other than Ms. Jonas, who abstained), who constituted a majority of the Churchill Board.

In early May 2023, Ms. Jonas was recused from further discussion or consideration of any business combination with CorpAcq.

On May 11, 2023, at a special meeting of the Churchill stockholders, Churchill stockholders approved the Extension Amendment. As a result, the date by which Churchill must consummate an initial business combination was extended to February 17, 2024 (or such earlier date as determined by the Churchill Board).

During the remainder of May 2023 and until the execution of the Merger Agreement, representatives of Churchill, Archimedes and Weil held numerous diligence sessions with CorpAcq and its advisors.

On June 8, 2023, representatives of Archimedes and Mr. Klein met via videoconference with Messrs. Orange and Kissen and other representatives of CorpAcq, at the request of CorpAcq. Given developments with CorpAcq’s business, including organic performance, completed acquisitions and changes to its pipeline of new acquisitions since the execution of the LOI, as well as updated expectations with respect to the timeline to closing of the potential transaction, CorpAcq proposed revised terms to the potential transaction, including that (i) CorpAcq’s enterprise value should be calculated based on 10 times CorpAcq’s Adjusted EBITDA as calculated based on CorpAcq’s expected performance for the full year ending December 31, 2023, treating any new acquisitions completed by CorpAcq following January 1, 2023 and prior to the time of calculation as acquired on January 1, 2023 (“CorpAcq 2023 Run Rate Adjusted EBITDA”) and inclusive of any new acquisitions completed by CorpAcq through the signing of the Merger Agreement, (ii) an increase to the number of Founder Shares and Churchill Private Placement Warrants proposed to be forfeited by the Sponsor due to the decrease in the amount in the Trust Account following the Extension Amendment and (iii) a minimum cash condition of $350 million.

On June 19, 2023, Mr. Klein met with Mr. Orange in Manchester, United Kingdom, to further discuss the potential transaction. At the meeting, Mr. Orange proposed a forward purchase commitment by the Sponsor of $50 million.

On June 23, 2023, Reed Smith sent a proposal to Weil reflecting in substantial part the terms proposed by CorpAcq earlier in the month (the “June 23 Proposal”). The June 23 Proposal proposed (i) a CorpAcq enterprise value to be calculated based on 10 times CorpAcq 2023 Run Rate Adjusted EBITDA and inclusive of any new acquisitions completed by CorpAcq through the closing, (ii) that cash consideration to holders of CorpAcq Ordinary Shares would be determined net of payment of transaction expenses, payment to holders of CorpAcq Preferred Shares as required under the CorpAcq Articles and a cash amount (to be mutually agreed) to the Post-Combination Company’s balance sheet, (iii) that the Sponsor would forfeit approximately 60% of its Founder Shares and Churchill Private Placement Warrants, subject to adjustment based on redemptions or new subscriptions, (iv) consistent with the LOI, that the Post-Combination Company shares received by the Sponsor in respect of 50% of its remaining Founder Shares (net of forfeitures) would be unvested and subject to revesting if the Post-Combination Company shares traded at or above $11.50 per share during the five years after the closing of the transaction, (v) a minimum cash condition of $350 million net of transaction expenses and (vi) a forward purchase commitment by the Sponsor of $50 million.

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On June 25, 2023, Mr. Klein met with Mr. Kissen via telephone conference to discuss the June 23 Proposal. During that discussion, Messrs. Klein and Kissen discussed the terms of the potential transaction, including the revised enterprise value to be ascribed to CorpAcq. The parties also considered a potential reallocation to CorpAcq Shareholders of the equity in the Post-Combination Company associated with the Founder Shares and Churchill Private Placement warrants proposed to be forfeited by the Sponsor.

On June 27, 2023, Churchill circulated a revised proposal to CorpAcq setting forth certain of the terms discussed at the June 25 meeting (the “June 27 Proposal”). The June 27 Proposal proposed (i) a CorpAcq enterprise value of approximately £1.17 billion, calculated based on 10 times CorpAcq’s Adjusted EBITDA based on performance for the twelve-month period ended June 30, 2023, treating any new acquisitions completed by CorpAcq following June 30, 2022 and prior to the time of calculation as acquired on June 30, 2022, (ii) that the Sponsor would forfeit 15.7 million Founder Shares and 20.06 million Churchill Private Placement Warrants, (iii) that the Post-Combination Company would make a corresponding issuance to CorpAcq Shareholders of up to 25% of such forfeited Founder Shares, subject to adjustment based on capital delivered by Churchill at closing, (iv) that the Post-Combination Company would issue to CorpAcq Shareholders 7.8 million warrants, (v) that the Post-Combination Company would issue to the CorpAcq Shareholders an additional 5 million and 3 million shares based on the per share trading price of Post-Combination Company shares of $15.00 and $20.00, respectively and (vi) that Post-Combination Company shares received by the Sponsor in respect of 5 million Founder Shares would be unvested and subject to revesting if the Post-Combination Company shares traded at or above $15.00 per share during the five years after the closing of the transaction (in addition to the shares that would be subject to vesting based on a per-share trading price of Post-Combination Company shares of $11.50, to which the parties had conceptually agreed). Following the June 27 Proposal, the parties continued to discuss the calculation of the CorpAcq enterprise value and the proposed Sponsor forfeiture.

On June 30, 2023, CorpAcq circulated a revised proposal to Churchill (the “June 30 Proposal”). Among other things, the June 30 Proposal proposed (i) a CorpAcq enterprise value of approximately £1.25 billion, calculated based on 10 times CorpAcq 2023 Run Rate Adjusted EBITDA and inclusive of any new acquisitions completed by CorpAcq through the closing, (ii) that the Sponsor would forfeit up to 15.5 million Founder Shares and the Post-Combination Company would make a corresponding issuance to CorpAcq Shareholders of up to 15.5 million shares, in each case subject to reduction based on capital delivered by Churchill at closing and (iii) that the Sponsor would forfeit up to 19.2 million Churchill Private Placement Warrants, and the Post-Combination Company would make a corresponding issuance to CorpAcq Shareholders of up to 19.2 million warrants.

Following receipt of the June 30 Proposal, representatives of Churchill and CorpAcq met several times in early July 2023 to discuss the new proposed terms. At those meetings, the parties discussed the terms of the potential transaction, focusing on calculation of enterprise value and the terms of the proposed forfeiture by the Sponsor and corresponding issuance to CorpAcq Shareholders.

On July 11, 2023, CorpAcq circulated a revised proposal to Churchill reflecting discussions to date (the “July 11 Proposal”). Among other things, the July 11 Proposal proposed (i) a CorpAcq enterprise value of approximately £1.225 billion, calculated based on 10 times CorpAcq 2023 Run Rate Adjusted EBITDA and inclusive of any new acquisitions completed by CorpAcq through the signing of the Merger Agreement, (ii) that the Sponsor would forfeit up to 15.7 million Founder Shares and that the Post-Combination Company would make a corresponding issuance to CorpAcq Shareholders of up to 15 million shares (which would be issued in two tranches based on the per share trading price of Post-Combination Company shares of $15.00 and $20.00), in each case subject to positive or negative adjustment based on the amount of capital delivered by Churchill at the closing of the transaction and (iii) that the Sponsor would forfeit up to 20.1 million Churchill Private Placement Warrants, and the Post-Combination Company would issue CorpAcq Shareholders 15 million warrants.

Also on July 11, 2023, Reed Smith circulated a draft Merger Agreement to Weil. The circulated draft reflected terms consistent with the prior June 23 Proposal based on the understanding that the draft would later be updated to reflect the ongoing discussions between CorpAcq and Churchill.

On July 12, 2023, representatives of Churchill and CorpAcq met to discuss the July 11 Proposal. As part of that discussion, the parties discussed clarifications to the calculation of the enterprise value, the

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terms of the proposed forfeiture by the Sponsor, the adjustment mechanism to the forfeiture based on capital delivered by Churchill at the closing of the transaction and proposed a cap and collar with respect to such amounts.

On July 13, 2023, CorpAcq circulated a revised proposal to Churchill reflecting the prior day’s discussions (the “July 13 Proposal”). The July 13 Proposal proposed, among other things, that (i) the Sponsor would forfeit 15 million Founder Shares, and that the Post-Combination Company would make a corresponding issuance to CorpAcq Shareholders of 15 million shares (which would be issued in three tranches based on the per share trading price of Post-Combination Company shares of $10.00, $12.50 and $15.00 during the five years after the closing of the transaction), (ii) the Sponsor forfeiture and corresponding issuance to CorpAcq Shareholders would be subject to adjustment based on capital delivered by Churchill at the closing of the transaction, but subject to a cap and collar and (iii) the Post-Combination Company shares received by the Sponsor that would be unvested but subject to revesting if the Post-Combination Company shares traded at or above $15.00 per share during the five years after the closing of the transaction would apply in respect of 4.7 million shares.

On July 14, 2023, representatives of Churchill and CorpAcq met to discuss the terms of the July 13 Proposal. As part of that discussion, the parties further discussed the Sponsor forfeiture and corresponding issuance to CorpAcq and the adjustments thereto based on delivered capital by Churchill at the closing of the potential transaction, and agreed that (i) the Post-Combination Company would make an issuance to CorpAcq Shareholders in Post-Combination Company shares equal in value to the incremental amount additionally forfeited by the Sponsor on the basis of delivered capital (50% of which would be issued if the Post-Combination Company shares traded at or above $11.50 per share) and (ii) the Post-Combination Company would make an earnout issuance to CorpAcq Shareholders of 15 million shares if the Post-Combination Company shares traded at or above $15.00 per share.

On July 19, 2023, members of the Churchill Board convened a joint meeting of the Churchill Board and the board of directors of Churchill VI via videoconference, which meeting was attended by representatives of Archimedes, WLRK, Weil and Churchill’s management team. Also in attendance at various times during the meeting were representatives from four potential fairness opinion providers. Prior to the attendance of representatives of the four potential fairness opinion providers, Mr. Klein provided the Churchill Board (other than Ms. Jonas, who was recused) an update of the potential transaction with CorpAcq, including that meetings with potential investors would be occurring over the next several days, an update on the progress of legal and financial diligence conducted on CorpAcq to date, the status and key terms of the transaction documents and recent CorpAcq business developments. Because of her recusal, Ms. Jonas did not attend the portions of the meeting relating to Mr. Klein’s update. Following the updates, Ms. Jonas rejoined the meeting and each of the potential fairness opinion providers joined the meeting, in turn, and presented to the boards on their qualifications and experience in providing fairness opinions. Each was then interviewed by the Churchill Board and the board of directors of Churchill VI. Following discussion and consideration by the Churchill Board of the qualifications and experience of each potential opinion provider, Ms. Jonas left the meeting again. The Churchill Board then expressed a preference for the Duff & Phelps Opinion Practice of Kroll LLC (“Duff & Phelps”), which was subsequently formally engaged by Churchill pursuant to an executed engagement letter dated July 22, 2023.

From July 19 through 21, 2023, representatives of Archimedes, Churchill and CorpAcq participated in meetings with potential investors and certain existing stockholders of Churchill in New York to discuss the CorpAcq business and the potential transaction. Each potential investor and stockholder of Churchill who attended agreed to be bound by certain confidentiality obligations.

On July 23, 2023, Weil circulated to Reed Smith a revised draft Merger Agreement and an initial draft of the Sponsor Agreement. The drafts reflected, among other things, (i) a CorpAcq equity value to be calculated based on £1.225 billion less net debt as of the signing date of the Merger Agreement, (ii) that cash consideration to CorpAcq Shareholders would be determined net of a minimum of £100 million (converted into US dollars) to the Post-Combination Company balance sheet, (iii) a minimum cash condition of $350 million, gross of transaction expenses, (iv) that the Sponsor would forfeit 14.7 million Founder Shares, subject to certain adjustments based on capital delivered to the Post-Combination Company prior to or at the closing, (v) that the Post-Combination Company would make an issuance to CorpAcq Shareholders in Post-Combination Company shares equal in value to the incremental amount additionally forfeited by the

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Sponsor on the basis of delivered capital (50% of which would be issued if the Post-Combination Company shares traded at or above $11.50 per share), (vi) that the Post-Combination Company would make an earnout issuance to CorpAcq Shareholders of 15 million shares if the Post-Combination Company shares traded at or above $15.00 per share, (vii) that Post-Combination Company shares received by the Sponsor in respect of 5 million Founder Shares would be unvested and subject to revesting if the Post-Combination Company shares traded at or above $15.00 per share and (viii) that the Sponsor would also forfeit 17.6 million Churchill Private Placement Warrants, and the Post-Combination Company would correspondingly issue to CorpAcq Shareholders 15 million warrants. The drafts also contemplated a potential subscription, at the option of the Sponsor, of up to $50 million in Post-Combination Company shares.

During the week of July 24, 2023, the parties continued to negotiate the terms of the transaction and exchange drafts of the Merger Agreement and Sponsor Agreement. In particular, the parties discussed, as reflected in drafts of the Merger Agreement and Sponsor Agreement exchanged between the parties during the week, (i) the calculation of the equity value to be ascribed to CorpAcq in the Merger Agreement, (ii) the minimum cash condition, including whether the condition should be determined net of transaction expenses and CorpAcq’s ability to terminate the Merger Agreement if the condition is not satisfied, (iii) the number of Founder Shares to be forfeited by the Sponsor, as well as any adjustment based on capital delivered to CorpAcq at the closing of the transaction (and the amount and terms of the corresponding issuance to CorpAcq Shareholders of such incremental adjustment), (iv) the types of capital delivered that would result in an adjustment to the Sponsor forfeiture, including a proposal to include capital delivered within 30 days following closing, (v) that Post-Combination Company shares received by the Sponsor that would be unvested but subject to revesting if the Post-Combination Company shares traded at or above $15.00 per share during the five years after the closing of the transaction would apply in respect of 4.7 million shares, (vi) that the Sponsor would forfeit 18.6 million Churchill Private Placement Warrants and (vii) that the Sponsor would subscribe for up to $50 million in Post-Combination Company shares to the extent the minimum cash condition would not be satisfied at closing.

On July 28, 2023, the Churchill Board (other than Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, WLRK, Weil, certain advisors of Churchill and Churchill’s management team. During the meeting, Mr. Klein provided the Churchill Board an update on the potential transaction. Representatives of WLRK provided the Churchill Board with an overview of the director’s fiduciary duties with respect to the potential transaction and discussed and answered questions from the Churchill Board. Representatives of Weil then provided an overview of the key terms of the potential transaction, including timeline for execution of the Merger Agreement and closing. Representatives of Archimedes updated the Churchill Board on the proposed timeline of the proposed transaction and the status of Churchill’s diligence process to date. In addition, the representatives of Archimedes reviewed with the Churchill Board the enterprise value as a multiple of estimated adjusted EBITDA for fiscal year 2023 of certain selected publicly traded European compounders (including Addtech AB, Beijer Alma AB, Diploma PLC, Lifco AB, and Indutrade AB) and certain selected publicly traded US diversified industrial companies (including APi Group Corporation, EMCOR Group, Inc. and Johnson Controls International plc) and noted to the Churchill Board that the consideration to paid to CorpAcq Shareholders in the proposed transaction generally valued CorpAcq at a discount to such selected companies with respect to CorpAcq’s total enterprise value as a multiple of estimated adjusted EBITDA for calendar year 2023. Representatives of certain advisors of Churchill presented to the Churchill Board the results of the financial, tax, human resource and cybersecurity diligence conducted, and the results of diligence with respect to CorpAcq’s business and operations, including CorpAcq’s future acquisition opportunities and potential growth strategies, the U.K. economic environment and perspectives of underlying market dynamics and of comparable companies.

On July 29, 2023, the Churchill Board (other than Mr. Schrager, as a result of scheduling constraint, and Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, WLRK and Weil. During the meeting, Mr. Klein provided the Churchill Board an update on the potential transaction. Thereafter, representatives of Duff & Phelps reviewed its preliminary financial analysis of the proposed consideration with the Churchill Board. Representatives of Duff & Phelps received and answered several questions from the Churchill Board. Following the meeting later that day, Mr. Schrager met via videoconference with representatives of Duff & Phelps, Archimedes and Weil, during which Mr. Schrager was updated on the substance of the earlier Churchill Board meeting.

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On July 30, 2023, the Churchill Board (other than Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, WLRK, Weil and Churchill’s management team. Representatives of Weil provided an update on the potential transaction and discussed the status of the transaction documents. Mr. Klein and representatives of Archimedes then provided an overview of Churchill management’s due diligence and perspectives on CorpAcq and the potential transaction. Mr. Klein and representatives of Archimedes discussed and answered questions from the Churchill Board concerning several topics, including the Churchill management’s team financial diligence process, analysis of the industries in which CorpAcq operates and perspectives on the potential transaction, and Duff & Phelps’ financial analysis at the previous Churchill Board meeting. At the conclusion of the meeting, the Churchill Board (other than Ms. Jonas, who was recused) expressed its unanimous continued support for the potential transaction.

From July 30, 2023 and through early in the morning on August 1, 2023, representatives of Churchill and CorpAcq continued to discuss and negotiate the terms of the transaction. During this period Weil and Reed Smith exchanged drafts of the Merger Agreement and Sponsor Agreement, which agreements included that (i) the minimum cash condition would be calculated net of transaction expenses, (ii) capital raised from existing CorpAcq Shareholders or affiliates thereof would be excluded from the types of capital delivered to CorpAcq that would result in adjustment to the Sponsor forfeiture and (iii) the corresponding incremental earnout issuance to CorpAcq Shareholders in respect of adjustments to the Sponsor forfeiture would instead be issued in connection with the closing, but be unvested and subject to future revesting.

On the morning of August 1, 2023, the Churchill Board (other than Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, WLRK, Weil, Duff & Phelps and Churchill’s management team. Representatives of Weil provided an update on the potential transaction. Representatives of Duff & Phelps then reviewed its financial analysis of the proposed consideration in the potential transaction. Following discussion and questions from the Churchill Board, representatives of Duff & Phelps rendered an oral opinion, confirmed by delivery of a written opinion dated August 1, 2023, to the Churchill Board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the consideration to be received by holders of Churchill Class A Common Stock in connection with the Merger was fair, from a financial point of view, to such stockholders. Following discussion, upon a motion duly made and seconded, the Churchill Board (other than Ms. Jonas, who was recused) unanimously (i) authorized, approved, confirmed and adopted in all respects the Business Combination, including the Merger, and the Merger Agreement and other transaction agreements and the consummation of the Business Combination, including the Merger, (ii) determined and declared that the Merger Agreement and other transaction agreements and the consummation of the Business Combination, including the Merger, were advisable and in the best interests of Churchill and the Churchill stockholders, (iii) directed that the adoption of the Merger Agreement and the other Stockholder Proposals be submitted to Churchill stockholders for their consideration and approval at the Special Meeting and the Warrant Holder Proposals be submitted to the holders of Churchill Public Warrants for their consideration and approval at the Warrant Holder Meeting and (iv) recommended that Churchill stockholders vote to approve each of the Stockholder Proposals and the holders of Churchill Warrants vote to approve the Warrant Holder Proposals.

Shortly thereafter, the parties executed the Merger Agreement and the other related agreements. Promptly following the execution of such documentation, Churchill and CorpAcq announced the execution of the Merger Agreement and the Business Combination.

On December 15, 2023, the Churchill Board (other than Mr. Murphy and Mr. Schrager, each as a result of scheduling constraint and Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, Weil and Churchill’s management team. At the meeting, the Churchill Board received an update on the status of the Business Combination and discussed a potential amendment to the Churchill Charter to extend the date by which Churchill must consummate an initial business combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Churchill Board) in order to allow Churchill additional time to complete the Business Combination (such amendment, the “Extension”). Following the meeting, Mr. Murphy and Mr. Schrager each received updates from representatives of Archimedes and Churchill management on the Churchill Board meeting.

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On December 18, 2023, the Churchill Board (other than Ms. Jonas, who was recused) met via videoconference at a Churchill Board meeting, which meeting was attended by representatives of Archimedes, Weil and Churchill’s management team, At the meeting, the Churchill Board received further updates on the status of the Business Combination. Following discussion, the Churchill Board approved the Extension and an amendment to the Merger Agreement to reflect, among other things, effective upon the filing of the Extension with the Secretary of State of the State of Delaware, an amendment to extend the “Termination Date” ​(as defined in the Merger Agreement) from February 17, 2024 to August 17, 2024. On December 26, 2023, the parties executed the amendment to the Merger Agreement.

On January 23, 2024, Churchill announced its plans to transfer the listing of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants from NYSE to the Nasdaq Global Market.

Recommendation of the Churchill Board and Reasons for the Business Combination

In (i) authorizing, approving, confirming and adopting in all respects the Business Combination, including the Merger, and the Merger Agreement and the other transaction agreements and the consummation of the Business Combination, including the Merger, (ii) determining and declaring that the Merger Agreement and the other transaction agreements and the consummation of the Business Combination, including the Merger, were advisable and in the best interests of Churchill and the Churchill stockholders, (iii) directing that the adoption of the Merger Agreement and the other Stockholder Proposals be submitted to Churchill stockholders for their consideration and approval at the Stockholder Special Meeting and the Warrant Holder Proposals be submitted to the holders of Churchill Public Warrants for their consideration and approval at the Warrant Holder Meeting and (iv) recommending that Churchill stockholders vote to approve each of the Stockholder Proposals and the holders of Churchill Warrants vote to approve the Warrant Holder Proposals, the Churchill Board considered and evaluated a number of factors, including the factors discussed below. The Churchill Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Churchill Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Churchill Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

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:

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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.

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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.

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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.

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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

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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.

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“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.

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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.

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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.

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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 interest (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.

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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.”

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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.

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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.

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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.

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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

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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.

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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.

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Independent Director Role.   The Churchill Board is comprised of a majority of independent directors which comply with both NYSE and the Nasdaq Global Market 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:

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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, as well as risks related to CorpAcq’s business, including its exposure to general economic conditions in the United Kingdom and the impact of Brexit and CorpAcq’s longer-term strategy to mitigate such risks.

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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.

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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.

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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.

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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.

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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.

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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).

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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.

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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:

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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

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interests of Churchill’s stockholders (see “The initial business combination — Interests of Certain Persons in the initial 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.

Opinion of Duff & Phelps to Churchill Board

Summary of Opinion

On July 22, 2023, Churchill retained Kroll, LLC, operating through its Duff & Phelps Opinions Practice (“Duff & Phelps”), to serve as an independent financial advisor to the Churchill Board, specifically to provide to the Churchill Board a fairness opinion in connection with the Business Combination. In selecting Duff & Phelps, the Churchill Board considered, among other things, the fact that Duff & Phelps is a global leader in providing fairness opinions to boards of directors and special committees. Duff & Phelps is regularly engaged in the valuation of businesses and their securities and the provision of fairness opinions in connection with various transactions.

On July 29, 2023, Duff & Phelps presented its financial analysis to the Churchill Board with respect to the merger consideration to be issued and paid by Churchill in 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).

The full text of the Opinion is attached to this proxy statement/prospectus as Annex L and is incorporated into this proxy statement/prospectus by reference. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion. Churchill’s stockholders are urged to read the Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Duff & Phelps in connection with the Opinion, as well as other qualifications contained in the Opinion. Neither the Opinion nor the summary of the Opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Churchill Board, any Churchill stockholder, any Churchill advisor or any other person as to how to act or vote with respect to any matter relating to the Business Combination.

The Opinion was approved by Duff & Phelps’ fairness opinions committee. The Opinion was provided for the information of, and directed to, the Churchill Board and only addressed the fairness, from a financial point of view, to the holders of Churchill Class A Common Stock other than Excluded Shares of the Churchill Class A Stockholder Consideration to be received by such stockholders of Churchill in the Business Combination (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).

In connection with the Opinion, Duff & Phelps made such reviews, analyses and inquiries that Duff & Phelps deemed necessary and appropriate under the circumstances to enable Duff & Phelps to render the Opinion. Duff & Phelps also took into account its assessment of general economic, market and financial

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conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of the Opinion included, but were not limited to, the items summarized below:

1.   Reviewed the following documents:

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Churchill’s prospectus on Form S-1 dated and filed with the SEC on January 11, 2021, as amended by Amendment No. 1 to Form S-1, dated February 8, 2021, as amended by Amendment No. 2 to Form S-1, dated February 9, 2021;

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audited financial statements on Form 10-K filed with the SEC for the years ended December 31, 2021 and December 31, 2022 and Churchill’s unaudited interim financial statements for the three months ended March 31, 2023 included in Churchill’s Form 10-Q filed with the SEC;

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audited financial statements for CorpAcq for the years ended December 31, 2018 through December 31, 2021;

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draft audited financial statements for CorpAcq for the year ended December 31, 2022;

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unaudited financial information for CorpAcq for the four months ended April 30, 2023, which CorpAcq’s management identified as being the most current financial statements available;

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other internal documents relating to the history, financial conditions and prospects, current and future operations, and probable future outlook of CorpAcq, including the financial projections for the year ending December 31, 2023, provided to Duff & Phelps by management of CorpAcq and approved for Duff & Phelps’ use by Churchill management (the “Management Projection”);

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a letter dated August 1, 2023 from the management of Churchill which made certain representations as to historical financial statements, financial projections and the underlying assumptions, other information and estimates and a pro forma schedule of assets and liabilities (including identified contingent liabilities) for CorpAcq on a post-transaction basis;

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an investor presentation dated July 2023 as supplemented by additional information provided by management of CorpAcq and Churchill through the date hereof;

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documents related to the Business Combination, including drafts of the Merger Agreement and the Sponsor Agreement, each dated August 1, 2023;

2.   Discussed the information referred to above and the background and other elements of the Business Combination with CorpAcq management and Churchill management;

3.   Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including an analysis of selected public companies that Duff & Phelps deemed relevant; and

4.   Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

In performing its analyses and rendering the Opinion with respect to the Business Combination, Duff & Phelps, with Churchill’s consent:

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Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including CorpAcq management and Churchill management, and did not independently verify such information;

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Relied upon the fact that the Churchill Board and Churchill have been advised by counsel as to all legal matters with respect to the Business Combination, including whether all procedures required by law to be taken in connection with the Business Combination have been duly, validly and timely taken;

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Assumed that any estimates, evaluations, forecasts, projections and any other forward-looking information furnished to Duff & Phelps were reasonably prepared and based upon the best currently

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available information and good faith judgment of Churchill management and CorpAcq management, and Duff & Phelps expresses no opinion with respect to such projections or the underlying assumptions;

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Assumed that information supplied and representations made by CorpAcq management and Churchill management are substantially accurate regarding Churchill, CorpAcq and the Business Combination;

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Assumed that the representations and warranties made in the Merger Agreement and Sponsor Agreement are substantially accurate;

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Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed;

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Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of Churchill or CorpAcq since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading;

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Assumed that all of the conditions required to implement the Business Combination will be satisfied and that the Business Combination will be completed in accordance with the Merger Agreement and Sponsor Agreement without any amendments thereto or any waivers of any terms or conditions thereof;

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Assumed Churchill Warrants will be converted into economically equivalent securities in connection with the Business Combination;

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Assumed, at Churchill’s direction and for the purposes of Duff & Phelps’ analysis, a value of $10.20 per share of Churchill Class A Common Stock; and

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Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Business Combination will be obtained without any adverse effect on Churchill, CorpAcq, or the contemplated benefits expected to be derived in the Business Combination.

Duff & Phelps informed the Churchill Board that to the extent that any of the foregoing assumptions, representations or any of the facts on which the Opinion is based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon. Duff & Phelps also informed the Churchill Board that in its analysis and in connection with the preparation of the Opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Business Combination.

Duff & Phelps prepared the Opinion effective as of August 1, 2023. The Opinion was necessarily based upon market, economic, financial and other conditions as they existed as of such date and could be evaluated as of such date, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps after such date.

Duff & Phelps did not evaluate the solvency of Churchill or CorpAcq or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise), nor was Duff & Phelps furnished with any such appraisals. Duff & Phelps was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Business Combination, the assets, businesses or operations of Churchill or CorpAcq, or any alternatives to the Business Combination, (ii) negotiate the terms of the Business Combination, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from Churchill’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Business Combination, or (iii) advise the Churchill Board or any other party with respect to alternatives to the Business Combination.

In rendering the Opinion, Duff & Phelps was not expressing any opinion as to the market price or value of Churchill Common Stock or CorpAcq Ordinary Shares (or anything else) after the announcement or the consummation of the Business Combination. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of Churchill’s or CorpAcq’s creditworthiness, as tax

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advice, or as accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering the Opinion, Duff & Phelps was not expressing any opinion with respect to the amount or nature of any compensation to any of Churchill’s or CorpAcq’s officers, directors or employees, or any class of such persons, relative to the Churchill Class A Stockholder Consideration to be received by the holders of Churchill Class A Common Stock in the Business Combination, or with respect to the fairness of any such compensation.

The Opinion was furnished solely for the use and benefit of the Churchill Board in connection with its consideration of the Business Combination and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent. The Opinion (i) does not address the merits of the underlying business decision to enter into the Business Combination versus any alternative strategy or transaction; (ii) does not address or express any view on any transaction or arrangement related to the Business Combination; (iii) is not a recommendation as to how the Churchill Board or any stockholder should vote or act with respect to any matters relating to the Business Combination, including without limitation, whether stockholders of Churchill should redeem their shares in connection with the Business Combination, or whether to proceed with the Business Combination or any related transaction; and (iv) does not indicate that the Churchill Class A Stockholder Consideration received is the best possibly attainable under any circumstances; instead, it merely states whether the Churchill Class A Stockholder Consideration in the Business Combination is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Business Combination or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Opinion is based. The Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

The Opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with the Opinion is limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and Churchill, dated July 22, 2023.

Summary of Financial Analysis

Set forth below is a summary of the material analysis performed by Duff & Phelps in connection with the delivery of the Opinion to the Churchill Board. This summary is qualified in its entirety by reference to the full text of the Opinion, attached to this proxy statement/prospectus as Annex L. While this summary describes the analysis and factors that Duff & Phelps deemed material in its presentation to the Churchill Board, it is not a comprehensive description of all analysis and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at the Opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analysis must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the Opinion without considering all analysis and factors could create a misleading or incomplete view of the evaluation process underlying the Opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’ own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analysis to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analysis. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analysis.

Discounted Cash Flow Analysis

The Discounted Cash Flow (“DCF”) Analysis is a valuation technique that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate (the “DCF

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Analysis”). The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a discrete projection period, and all of the cash flows for the business after the end of the discrete projection period (the “Terminal Value”). The estimated cash flows for each of the years in the discrete projection period and the Terminal Value are then converted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows. Duff & Phelps was not provided any financial projections for CorpAcq other than the Management Projection for 2023. As a result, Duff & Phelps was unable to use a DCF analysis to derive a value indication.

Market Approach

The Market Approach is a valuation technique that provides an estimation of value by applying valuation multiples to financial metrics for the subject company. These valuation multiples are either observed or derived from (i) market prices of actively traded, public companies and publicly available historical financial information and consensus equity research analyst estimates of future financial performance or (ii) prices paid in actual mergers, acquisitions or other transactions. The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and such similar businesses.

Duff & Phelps selected ten publicly traded companies that it deemed relevant in its analysis (the “Selected Publicly Traded Companies”) based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements and other characteristics to CorpAcq. The ten publicly traded companies are segmented into a Compounders group and an Industrials group. Duff & Phelps noted that none of the Selected Publicly Traded Companies are perfectly comparable to CorpAcq, and that Duff & Phelps did not have access to non-public information of any of the Selected Publicly Traded Companies. Accordingly, a complete valuation analysis of CorpAcq cannot rely solely upon a quantitative review of the Selected Publicly Traded Companies but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of CorpAcq. Additionally, Duff & Phelps did not identify any M&A transactions with targets it deemed comparable to CorpAcq; and therefore, did not employ a selected M&A transaction analysis as part of the Market Approach. Therefore, the Market Approach is subject to certain limitations.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the Selected Publicly Traded Companies.

​	Revenue Growth						EBITDA Growth						EBITDA Margin
​	19 – 22 CAGR		2022		2023		19 – 22 CAGR		2022		2023		20 – 22 Avg		2022		LTM		2023
Compounders	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Addtech AB (publ.)	​	16.8%	​	33.1%	​	16.9%	​	24.7%	​	36.4%	​	30.6%	​	12.9%	​	13.3%	​	14.1%	​	14.9%
Beijer Alma AB (publ)	​	8.3%	​	28.1%	​	16.8%	​	10.0%	​	13.2%	​	27.3%	​	17.5%	​	16.9%	​	16.4%	​	18.5%
Diploma PLC	​	23.0%	​	30.3%	​	20.4%	​	30.6%	​	34.9%	​	20.3%	​	23.5%	​	20.8%	​	27.9%	​	21.4%
Lifco AB (publ)	​	15.9%	​	23.3%	​	11.0%	​	22.1%	​	24.8%	​	19.2%	​	22.2%	​	22.9%	​	23.9%	​	24.5%
Indutrade AB (publ)	​	13.6%	​	24.4%	​	16.0%	​	19.5%	​	22.9%	​	25.9%	​	15.7%	​	16.1%	​	16.0%	​	17.5%
Mean	​	15.5%	​	27.8%	​	16.2%	​	21.4%	​	26.4%	​	24.7%	​	18.4%	​	18.0%	​	19.7%	​	19.4%
Median	​	15.9%	​	28.1%	​	16.8%	​	22.1%	​	24.8%	​	25.9%	​	17.5%	​	16.9%	​	16.4%	​	18.5%
Industrials	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Donaldson Company, Inc.	​	5.1%	​	10.2%	​	2.4%	​	5.0%	​	12.3%	​	3.0%	​	17.1%	​	17.0%	​	17.7%	​	17.3%
Johnson Controls International plc	​	1.8%	​	5.4%	​	7.5%	​	3.7%	​	-14.9%	​	16.0%	​	14.6%	​	12.4%	​	14.7%	​	15.6%
Fortive Corporation	​	8.5%	​	10.9%	​	4.6%	​	16.8%	​	21.8%	​	11.3%	​	23.1%	​	25.6%	​	26.0%	​	27.2%
IDEX Corporation	​	8.4%	​	15.1%	​	5.8%	​	9.2%	​	15.5%	​	5.6%	​	27.3%	​	27.8%	​	27.7%	​	27.7%

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​	Revenue Growth						EBITDA Growth						EBITDA Margin
​	19 – 22 CAGR		2022		2023		19 – 22 CAGR		2022		2023		20 – 22 Avg		2022		LTM		2023
Ingersoll Rand Inc.	​	43.1%	​	14.8%	​	12.2%	​	35.7%	​	22.7%	​	18.2%	​	21.8%	​	22.9%	​	23.5%	​	24.1%
Mean	​	13.4%	​	11.3%	​	6.5%	​	14.1%	​	11.5%	​	10.8%	​	20.8%	​	21.1%	​	21.9%	​	22.4%
Median	​	8.4%	​	10.9%	​	5.8%	​	9.2%	​	15.5%	​	11.3%	​	21.8%	​	22.9%	​	23.5%	​	24.1%
Mean – Aggregate	​	14.5%	​	19.6%	​	11.4%	​	17.7%	​	19.0%	​	17.3%	​	19.6%	​	19.6%	​	20.8%	​	20.9%
Median – Aggregate	​	11.1%	​	19.2%	​	11.6%	​	18.2%	​	22.3%	​	18.7%	​	19.6%	​	18.9%	​	20.6%	​	19.9%
CorpAcq	​	10.3%	​	14.3%	​	15.1%	​	14.3%	​	8.9%	​	18.2%	​	15.2%	​	15.6%	​	15.1%	​	16.0%

​	EBITA Margin								EBITDA-CAPEX-△WC Margin
​	20 – 22 Avg		2022		LTM		2023		2022		2023
Compounders	​	​	​	​	​	​	​	​	​	​	​	​
Addtech AB (publ.)	​	12.4%	​	12.9%	​	13.6%	​	14.5%	​	9.1%	​	12.9%
Beijer Alma AB (publ)	​	14.5%	​	14.4%	​	13.9%	​	15.9%	​	7.7%	​	11.4%
Diploma PLC	​	22.5%	​	19.7%	​	26.9%	​	20.4%	​	20.3%	​	16.9%
Lifco AB (publ)	​	20.9%	​	21.6%	​	22.6%	​	23.4%	​	20.0%	​	21.1%
Indutrade AB (publ)	​	14.4%	​	14.8%	​	14.8%	​	16.3%	​	10.2%	​	12.6%
Mean	​	17.0%	​	16.7%	​	18.3%	​	18.1%	​	13.5%	​	15.0%
Median	​	14.5%	​	14.8%	​	14.8%	​	16.3%	​	10.2%	​	12.9%
Industrials	​	​	​	​	​	​	​	​	​	​	​	​
Donaldson Company, Inc.	​	13.9%	​	14.3%	​	15.1%	​	14.5%	​	11.8%	​	14.2%
Johnson Controls International plc	​	11.1%	​	10.9%	​	13.1%	​	14.0%	​	12.2%	​	13.2%
Fortive Corporation	​	15.2%	​	24.2%	​	24.6%	​	25.8%	​	23.6%	​	25.5%
IDEX Corporation	​	23.6%	​	27.0%	​	26.1%	​	26.1%	​	24.2%	​	24.8%
Ingersoll Rand Inc.	​	13.1%	​	20.7%	​	22.2%	​	22.7%	​	19.8%	​	20.8%
Mean	​	15.4%	​	19.4%	​	20.2%	​	20.6%	​	18.3%	​	19.7%
Median	​	13.9%	​	20.7%	​	22.2%	​	22.7%	​	19.8%	​	20.8%
Mean – Aggregate	​	16.2%	​	18.1%	​	19.3%	​	19.4%	​	15.9%	​	17.3%
Median – Aggregate	​	14.5%	​	17.3%	​	18.6%	​	18.4%	​	16.0%	​	15.5%
CorpAcq	​	10.3%	​	10.9%	​	10.8%	​	11.6%	​	9.4%	​	10.0%

LTM = Latest Twelve Months; CAGR = Compounded Annual Growth Rate; EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization; EBITA = Earnings Before Interest, Taxes and Amortization; CAPEX = Capital Expenditures; △WC = Change in Working Capital

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, CorpAcq financial statements and Management Projection.

​

Enterprise Value as a Multiple of

​

LTM EBITDA

2023 EBITDA

LTM EBITA

2023 EBITA

2023 EBITDA- CapEx-△WC

LTM Revenue

2023 Revenue

Compounders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Addtech AB (publ.)

​

19.2x

​

17.4x

​

21.6x

​

19.5x

​

21.9x

​

2.94x

​

2.82x

Beijer Alma AB (publ)

​

12.7x

​

10.6x

​

16.1x

​

13.2x

​

18.4x

​

2.23x

​

2.11x

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​

Enterprise Value as a Multiple of

​

LTM EBITDA

2023 EBITDA

LTM EBITA

2023 EBITA

2023 EBITDA- CapEx-△WC

LTM Revenue

2023 Revenue

Diploma PLC

​

13.1x

​

15.5x

​

14.8x

​

18.2x

​

26.5x

​

3.98x

​

3.72x

Lifco AB (publ)

​

18.2x

​

17.2x

​

20.1x

​

18.8x

​

20.8x

​

4.54x

​

4.39x

Indutrade AB (publ)

​

17.4x

​

15.4x

​

20.6x

​

17.9x

​

23.2x

​

3.04x

​

2.92x

Mean

​

16.1x

​

15.2x

​

18.6x

​

17.5x

​

22.2x

​

3.35x

​

3.19x

Median

​

17.4x

​

15.5x

​

20.1x

​

18.2x

​

21.9x

​

3.04x

​

2.92x

Industrials

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Donaldson Company, Inc.

​

13.4x

​

13.4x

​

15.7x

​

16.0x

​

2.1x

​

2.37x

​

2.32x

Johnson Controls International plc

​

14.7x

​

13.2x

​

16.4x

​

14.7x

​

14.2x

​

2.15x

​

2.05x

Fortive Corporation

​

19.5x

​

18.3x

​

20.6x

​

19.3x

​

7.7x

​

5.08x

​

4.98x

IDEX Corporation

​

19.7x

​

19.4x

​

20.9x

​

20.6x

​

4.6x

​

5.46x

​

5.40x

Ingersoll Rand Inc.

​

19.4x

​

17.7x

​

20.6x

​

18.8x

​

7.2x

​

4.57x

​

4.28x

Mean

​

17.3x

​

16.4x

​

18.8x

​

17.9x

​

7.1x

​

3.93x

​

3.80x

Median

​

19.4x

​

17.7x

​

20.6x

​

18.8x

​

7.2x

​

4.57x

​

4.28x

Mean – Aggregate

​

16.7x

​

15.8x

​

18.7x

​

17.7x

​

14.7x

​

3.64x

​

3.50x

Median – Aggregate

​

17.8x

​

16.4x

​

20.3x

​

18.5x

​

16.3x

​

3.51x

​

3.32x

LTM = Latest Twelve Months; EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization; EBITA = Earnings Before Interest, Taxes and Amortization; CAPEX = Capital Expenditures; △WC = change in working capital

Source: S&P Capital IQ, SEC Filings, Annual and Interim Reports.

Duff & Phelps did not receive any financial forecasts or other financial projections for any period after 2023 from Churchill. Management of Churchill and CorpAcq provided general guidance on future operations and performance after 2023 of CorpAcq. Duff & Phelps selected a range of valuation multiples to apply to CorpAcq’s 2023 EBITDA and 2023 EBITDA less Capex less Change in WC in the Management Projection to obtain a range of current enterprise values for CorpAcq. Duff & Phelps analyzed 2019 through 2023 revenue and EBITDA growth in the Management Projection, 2020 through 2023 EBITDA margin and EBITA margin, and 2022 through 2023 EBITDA less Capex less Change in WC for the Selected Publicly Traded Companies and compared these metrics to the same metrics for CorpAcq, based on the Management Projection. Duff & Phelps used these comparisons and the multiples of enterprise value-to-2023 projected EBITDA for the Selected Publicly Traded Companies to select a 2023 EBITDA multiple range of 11.0x to 13.0x to apply to CorpAcq’s 2023 EBITDA as well as enterprise value-to-2023 projected EBITDA less Capex less Change in WC for the Selected Publicly Traded Companies to select a 2023 EBITDA less Capex less Change in WC multiple range of 19.0x to 22.0x to apply to CorpAcq’s 2023 EBITDA less Capex less Change in WC, resulting in an estimated current enterprise value range for CorpAcq. Duff & Phelps selected multiples that, in its judgment, reflected CorpAcq’s growth and margin outlook, capital requirements and other characteristics relative to the Selected Publicly Traded Companies.

Duff & Phelps estimated the range of enterprise value of CorpAcq to be £1,350 million to £1,580 million, based on the range indicated by the Market Approach. Duff & Phelps further estimated the range of total equity value of CorpAcq under two scenarios, a “No Redemptions” scenario and a “Minimum Cash” scenario.

Under the No Redemptions scenario, Duff & Phelps estimated the range of total equity value of CorpAcq by adding pro forma cash of £152 million (which assumes no redemptions) and subtracting the face value of pro forma debt of £363 million and the non-controlling interest of £78 million (based on estimates provided by Churchill) to the estimated enterprise value range of CorpAcq. The pro forma cash, pro forma debt, and non-controlling interest amounts were all provided by Churchill. After making these

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adjustments, the estimated total equity value range for CorpAcq was £1,061 million to £1,291 million (prior to any dilutive effects of Churchill Warrants, Vesting Shares and Earnout Shares). The total equity value range for CorpAcq was converted to US dollars at an exchange rate of 1.28, resulting in an estimated total equity value range for CorpAcq of $1,358 million to $1,652 million. Duff & Phelps utilized a Black Scholes model to calculate the theoretical value of Churchill Warrants, Vesting Shares and Earnout Shares. Duff & Phelps deducted the estimated range of the theoretical value of Churchill Warrants of $31 million to $115 million, the estimated range of the theoretical value of Vesting Shares with an $11.50 strike price of $62 million to $77 million and the estimated range of the theoretical value of Vesting Shares and Earnout Shares with a $15.00 strike price of $134 million to $184 million. After deducting the theoretical value of Churchill Warrants, Vesting Shares and Earnout Shares, the resulting common equity value range was $1,130 million to $1,277 million. The Churchill Public Stockholders pro forma ownership of 48% (assuming no redemptions, based on estimates provided by Churchill) results in equity value to Churchill Public Stockholders of $547 million to $618 million. Duff & Phelps noted in its presentation to the Churchill Board that the Trust Account value pursuant to the terms of the Merger Agreement is $592 million (assuming no redemptions and a value of $10.20 per share of Churchill Common Stock), which is within the estimated total equity value range to Churchill Public Stockholders described above.

Under the Minimum Cash scenario, Duff & Phelps estimated the range of total equity value of CorpAcq by adding pro forma cash of £100 million (which assumes redemptions in an amount that results in the minimum cash amount to meet the Minimum Cash Condition) and subtracting the face value of pro forma debt of £363 million and the non-controlling interest of £78 million (based on estimates provided by Churchill) to the estimated enterprise value range of CorpAcq. The pro forma cash, pro forma debt, and non-controlling interest amounts were all provided by Churchill. After making these adjustments, the estimated total equity value range for CorpAcq was £1,009 million to £1,239 million (prior to any dilutive effects of Churchill Warrants, Vesting Shares and Earnout Shares). The total equity value range for CorpAcq was converted to US dollars at the exchange rate of 1.28, resulting in the estimated total equity value range for CorpAcq of $1,292 million to $1,586 million. Duff & Phelps utilized a Black Scholes model to calculate the theoretical value of Churchill Warrants, Vesting Shares and Earnout Shares. Duff & Phelps deducted the estimated range of the theoretical value of Churchill Warrants of $33 million to $119 million, the estimated range of the theoretical value of Vesting Shares with an $11.50 strike price of $63 million to $78 million and the estimated range of the theoretical value of Vesting Shares and Earnout Shares with a $15.00 strike price of $135 million to $186 million. After deducting the theoretical value of Churchill Warrants, Vesting Shares and Earnout Shares, the resulting common equity value range was $1,062 million to $1,204 million. The Churchill Public Stockholders pro forma ownership of 35% (assuming the Minimum Cash Scenario, based on estimates provided by Churchill) results in equity value to Churchill Public Stockholders of $373 million to $423 million. Duff & Phelps noted in its presentation to the Churchill Board that the Trust Account value pursuant to the terms of the Merger Agreement is $402 million (assuming the Minimum Cash scenario and a value of $10.20 per share of Churchill common stock), which is within the estimated total equity value range to Churchill Public Stockholders described above.

The Opinion was only one of the many factors considered by the Churchill Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of the Churchill Board.

Fees and Expenses

As compensation for Duff & Phelps’ services in connection with the rendering of the Opinion to the Churchill Board, Churchill agreed to pay Duff & Phelps a fee of $850,000, of which a portion was payable upon signing of the engagement letter, a portion was due upon delivery of the Opinion, and $550,000 is payable upon consummation of the Business Combination. No portion of Duff & Phelps’ fee is refundable or contingent upon the conclusion reached in the Opinion.

Churchill has also agreed to reimburse Duff & Phelps for its reasonable out-of-pocket expenses and reasonable fees and expenses of outside counsel retained by Duff & Phelps in connection with the engagement. Churchill has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement.

The terms of the fee arrangements with Duff & Phelps, which Churchill believes are customary in transactions of this nature, were negotiated at arm’s length, and the Churchill Board is aware of these fee arrangements.

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Disclosure of Prior Relationships

During the two years prior to the delivery of the Opinion, Duff & Phelps previously provided financial advisory services to CorpAcq. For these prior engagements, Duff & Phelps received customary fees of less than $500,000, which account for less than 1% of Duff & Phelps’ revenue. During the two years prior to the delivery of the Opinion, Duff & Phelps did not provide financial advisory services to Churchill.

Certain Financial Projections Provided to Churchill Board

As a private company, CorpAcq does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of CorpAcq’s future performance, revenue, financial condition or other results. In connection with Churchill’s evaluation of CorpAcq, CorpAcq’s management prepared projections for the fiscal year ending December 31, 2023. The projections were requested by, and disclosed to, the Churchill Board for use as a component in its overall evaluation of CorpAcq. Additionally, the projections were reviewed and approved by Churchill and provided to Duff & Phelps by Churchill for its use in connection with its financial analyses and Opinion to the Churchill Board, as described in the section titled “The Business Combination — Opinion of Churchill’s Financial Advisor” and as set forth as Annex L to this proxy statement/prospectus.

The projections are included in this proxy statement/prospectus solely to provide Churchill stockholders access to information made available to the Churchill Board and Duff & Phelps in connection with the consideration by the Churchill Board of the Business Combination and the Opinion, respectively. This information is not fact and should not be relied upon as being indicative of future results, and readers of these projections are cautioned not to place undue reliance on the projections. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. Furthermore, the projections do not take into account any circumstances or events occurring after the date they were finalized, which was approximately July 10, 2023.

The projections were prepared in good faith by CorpAcq management, and in the view of CorpAcq’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time the projections were provided to Churchill, and presented, to the best of CorpAcq’s management’s knowledge and belief, the expected future financial performance of CorpAcq. The projections were based on numerous variables and assumptions known to CorpAcq at the time of preparation. In particular, the financial projections were produced based upon the aggregation of individual annual budgets prepared by each subsidiary at the outset of the financial year, updated for five months actual performance for the period ended May 31, 2023, and further adjusted, by management, based upon the prevailing trading outlook for each subsidiary. Management considered the changes in estimates and assumptions including those for future sales, gross margins and operating costs. These annual budgets and trading outlooks are based upon, on average, 30-year trading histories and associated management experience in each business. In making adjustments to the annual budgets and trading outlooks, management applied assumptions and estimates on an individual subsidiary basis, including assumptions for customer behaviors and future sales, gross margins and operating costs (including any inflation) with respect to each individual subsidiary and reflecting the prevailing UK interest rate environment following the Bank of England Base Rate increase to 5% in June 2023. In addition, the financial projections included the pro rata impact of five acquisitions that CorpAcq had either closed or were under LOI and in advanced due diligence at that time based upon actual or expected completion, based upon financial forecast performance and projections completed during due diligence, which acquisitions were all subsequently completed. The financial projections were reconfirmed post review of the unaudited group accounts for the six months ended June 30, 2023. These variables and assumptions are inherently uncertain and many are beyond the control of CorpAcq, PubCo or Churchill. In preparing the projections, CorpAcq relied on a number of factors, including CorpAcq’s prior year’s performance and growth assumptions. The projections are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond PubCo or CorpAcq’s control. In preparing the forecasts, CorpAcq assumed modest growth rates since CorpAcq’s subsidiaries are predominantly mature businesses.

The projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The projections have been prepared solely by CorpAcq and have not been reviewed or verified by independent third parties. Information

184

provided in the projections constitutes forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond CorpAcq’s, PubCo’s and Churchill’s control. The various risks and uncertainties include those set forth in the “Risk Factors,” “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

The projections were prepared solely for internal use and were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants, IFRS or GAAP for preparation and presentation of projections. The projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, CorpAcq and PubCo. Neither Duff & Phelps, Marcum LLP, Churchill’s independent auditors and CorpAcq’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any involvement with, the projections. Further, to that end, the Marcum LLP reports included in this proxy statement/prospectus relate to CorpAcq’s, PubCo’s and Churchill’s previously issued financial statements, respectively. They do not extend to the projections and should not be read to do so. The inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that CorpAcq, PubCo, Churchill or their respective representatives considered or consider the projections to be a reliable prediction of future events.

Neither Churchill or CorpAcq nor any of their respective representatives has warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to the Churchill Board. Neither Churchill, CorpAcq nor any of Churchill’s or CorpAcq’s representatives has made or makes any representation to any person regarding the ultimate performance of the Post-Combination Company compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, the projections should not be looked upon as “guidance” of any sort.

The projections are not included in this proxy statement/prospectus in order to induce any Churchill stockholders or warrant holders to vote in favor of any of the proposals at the Stockholder Special Meeting or the Warrant Holder Meeting.

You are urged to review the financial statements of CorpAcq included in this proxy statement/​prospectus, as well as the financial information in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and to not rely on any single financial measure.

The projections include financial measures that are not prepared in accordance with GAAP or IFRS (“non-IFRS financial measures”), as supplemental measures to evaluate operational performance. While CorpAcq believes that non-IFRS financial measures provide useful supplemental information, there are limitations associated with the use of non-IFRS financial measures. Non-IFRS financial measures are not prepared in accordance with GAAP or IFRS, are not reported by all of CorpAcq’s competitors and may not be directly comparable to similarly titled measures of CorpAcq’s competitors. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP or IFRS. Financial measures included in the projections provided to a board of directors or financial advisor in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the financial measures included in the projections was prepared, and therefore none have been provided in this proxy statement/prospectus. The definitions of the non-IFRS measures included in the projections may not align with those underlying the non-GAAP financial measures presented in “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

185

The key elements of the projections prepared by CorpAcq’s management are summarized below:

​	Year Ending December 31, 2023
​	(£ in millions)
Revenue	​	£	739
Adjusted EBITDA(1)	​	£	118
Adjusted EBITDA less Capital Expenditures less Change in Net Working Capital(2)	​	£	74

(1)

Adjusted EBITDA represents profit/(loss) before tax expense, interest expense, depreciation and amortization, non-core capital raise costs, non-core legal and insurance costs, and subsidiary share-based compensation. Adjusted EBITDA is a non-IFRS financial measure.

(2)

Adjusted EBITDA less Capital Expenditures less Change in Net Working Capital represents Adjusted EBITDA after subtracting for capital expenditures and Net Working Capital. Net Working Capital is defined as total inventory and accounts receivable less accounts payable, accrual and deferred income, and income tax payable. Adjusted EBITDA less Capital Expenditures less Change in Net Working Capital is a non-IFRS financial measure.

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 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.

Interests of Certain Persons in the Business Combination

Interests of the Churchill Initial Stockholders and Churchill’s Directors and Officers

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:

186

•

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 any other 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 the Sponsor will receive, in the Founder Equity Contribution and the B Share Subscription (and after forfeiture of the Retirement Founder Shares, which amount may be increased or decreased based upon the amount by which the Delivered Capital Amount is less than $592,000,000), the following Exchangeable Units:

​	No Redemption Scenario		$500 Million in Trust Redemption Scenario		Contractual Maximum Redemption Scenario
​	(millions of shares)
Exchangeable Units consisting of BermudaCo Series B-1 Share and Post-Combination Company B Share	​	8.1	​	7.5	​	6.3
Base Vesting Shares consisting of BermudaCo Series B-2 Share and Post-Combination Company B Share(1)	​	8.1	​	7.5	​	6.3
Earn-Out Vesting Shares consisting of BermudaCo Series B-3 Share and Post-Combination Company B Share(2)	​	4.7	​	4.7	​	4.7
Total Exchangeable Units	​	21.0	​	19.7	​	17.2

(1)

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

(2)

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares.

Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Churchill Units, the Sponsor and its affiliates may earn a significant positive rate of return on their investment from their Exchangeable Units 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

187

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 the Business Combination (or any other initial business combination) by the end of the Completion Window;

•

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 as a result of his or her 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

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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 the Business Combination (or any other 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 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 another 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 a potential 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

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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;

•

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 director to be selected by Churchill in its absolute and sole discretion and one 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 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 the Extension 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.

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In the aggregate, the Sponsor and its affiliates have approximately $386,600,000 at risk that depends upon the completion of an 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 Extension Promissory Note. The foregoing interests present a risk that the Sponsor and its affiliates will benefit from the completion of an initial business combination that may not benefit the Churchill Public Stockholders. As such, the Sponsor may be incentivized to complete an initial business combination with a less favorable target company or on terms less favorable to Churchill Public Stockholders rather than liquidate.

In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval for the Founder Share Amendment to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder. If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

The personal and financial interests of Churchill’s officers and directors may have influenced their motivation in identifying and selecting CorpAcq and in completing an initial 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.

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 Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Churchill and its stockholders and warrant holders, and in recommending to the Churchill stockholders that they vote “FOR” the Proposals presented at the Stockholder Special Meeting.

Sources and Uses for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination:

Sources & Uses
No Redemption Scenario(1)(2)

Sources	​	​	Uses	​	​
Trust Account(1)	$	606.2	Cash to Post-Combination Company	$	128.6
CorpAcq Rollover(3)	$	592.3	CorpAcq Preferred Redemption Amount(4)	$	207.2
​	​	​	Transaction Expenses(5)	$	58.9
​	​	​	Closing Seller Cash Consideration	$	211.5
​	​	​	CorpAcq Rollover(3)	$	592.3
Total Sources	$	1,198.5	Total Uses	$	1,198.5

(1)

The No Redemption Scenario assumes that (i) 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, and (ii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(2)

Totals may differ due to rounding.

(3)

Amount represents Closing Seller Share Consideration and Closing Seller Class C-2 Consideration.

(4)

Includes approximately $36 million to redeem CorpAcq Preferred Shares assuming a redemption date of December 31, 2023, which is calculated based on Minimum ROI to holders of CorpAcq Preferred Shares (as defined in the CorpAcq Articles). Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1.

(5)

Estimated as of August 31, 2023.

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Sources & Uses
$500 Million in Trust Redemption Scenario(1)(2)

Sources	​	​	Uses	​	​
Trust Account(1)	$	500.0	Cash to Post-Combination Company	$	128.6
CorpAcq Rollover(3)	$	698.5	CorpAcq Preferred Redemption Amount(4)	$	207.2
​	​	​	Transaction Expenses(5)	$	58.9
​	​	​	Closing Seller Cash Consideration	$	105.3
​	​	​	CorpAcq Rollover(3)	$	698.5
Total Sources	$	1,198.5	Total Uses	$	1,198.5

(1)

The $500 Million in Trust Redemption Scenario assumes that (i) approximately 10,167,598 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, represents the number of shares of Churchill Class A Common Stock redeemed to result in remaining funds in the Trust Account of $500,000,000, and (ii) $128.6 million of the 2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount.

(2)

Totals may differ due to rounding.

(3)

Amount represents Closing Seller Share Consideration and Closing Seller Class C-2 Consideration.

(4)

Includes approximately $36 million to redeem CorpAcq Preferred Shares assuming a redemption date of December 31, 2023, which is calculated based on Minimum ROI to holders of CorpAcq Preferred Shares (as defined in the CorpAcq Articles). Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1.

(5)

Estimated as of August 31, 2023.

Sources & Uses
Contractual Maximum Redemption Scenario(1)(2)

Sources	​	​	Uses	​	​
Trust Account(1)	$	280.3	Cash to Post-Combination Company	$	14.2
CorpAcq Rollover(3)	$	815.3	CorpAcq Preferred Redemption Amount(4)	$	207.2
​	​	​	Transaction Expenses(5)	$	58.9
​	​	​	Closing Seller Cash Consideration	$	0.0
​	​	​	CorpAcq Rollover(3)	$	815.3
Total Sources	$	1,095.6	Total Uses	$	1,095.6

(1)

The Contractual Maximum Redemption Scenario assumes that approximately 31,189,060 shares of Churchill Class A Common Stock are redeemed by Churchill Public Stockholders, which, based on (i) the amount of $606,247,892 in the Trust Account as of August 31, 2023, (ii) Transaction Expenses of approximately $59,000,000 and (iii) $128.6 million of the 2024 Facilities constituting part of the Delivered Capital Amount and Available Cash Amount, represents the maximum amount of redemptions that would still enable Churchill to have sufficient cash to satisfy the Minimum Cash Condition.

(2)

Totals may differ due to rounding.

(3)

Amount represents Closing Seller Share Consideration and Closing Seller Class C-2 Consideration.

(4)

Includes approximately $36 million to redeem CorpAcq Preferred Shares assuming a redemption date of December 31, 2023, which is calculated based on Minimum ROI to holders of CorpAcq Preferred Shares (as defined in the CorpAcq Articles). Assumes an exchange rate of U.S. $ to U.K. £ of 1.286:1.

(5)

Estimated as of August 31, 2023.

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Certain Information Relating to Churchill and CorpAcq

Churchill Board and Executive Officers before the Business Combination

The following individuals currently serve as directors and executive officers of Churchill:

Name	Age	Title
Michael Klein	60	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin	57	Chief Financial Officer
Andrew Frankle	60	Director
Bonnie Jonas	54	Director
Mark Klein	61	Director
Malcolm S. McDermid	44	Director
Karen G. Mills	70	Director
Stephen Murphy	60	Director
Alan M. Schrager	55	Director

Post-Combination Company Board and Executive Officers

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
Stephen Murphy	60	Director

For more information on the directors and management of the Post-Combination Company, please see the section titled “Management of the Post-Combination Company.”

Employment and Compensation Arrangements

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

Indemnification and Insurance Obligations of the Post-Combination Company

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

Listing of Securities

Listing of the Post-Combination Company Ordinary A1 Shares or the Post-Combination Company Class C-1 Shares on the Nasdaq Capital Market

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 has applied 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 Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB,” respectively (or “CPGRW” if the Post-Combination Company Warrants are listed), upon the Closing. PubCo cannot assure you that either the Post-Combination Company Ordinary A1

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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 Nasdaq Capital Market.

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. Churchill plans to transfer the listing of such securities to the Nasdaq Global Market and expects that the listing and trading of shares of Churchill Class A Common Stock, Churchill Public Units and Churchill Public Warrants on the NYSE will end at market close on February 2, 2024, and that trading will begin on the Nasdaq Global Market at market open on February 5, 2024 under the symbols “CVII,” “CVIIU” and “CVIIW,” 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 the Nasdaq Global Market, and Churchill will be deregistered under the Exchange Act.

Shares Eligible for Future Sale

There are certain restrictions on resales of PubCo’s securities. Please see the section titled “Shares Eligible for Future Sale.”

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.”

Regulatory Matters

Certain acquisitions of Post-Combination Company Ordinary A1 Shares in connection with the Business Combination may require a premerger notification filing under the HSR Act. If a holder of Post-Combination Company Ordinary A1 Shares acquires enough Post-Combination Company Ordinary A1 Shares to cause its aggregate shareholdings to exceed the $111.4 million or current threshold provided for in the HSR Act and associated regulations, and if an exemption under the HSR Act or associated regulations does not apply, the Post-Combination Company and the holder will be required to make filings under the HSR Act and the holder will be required to pay the applicable filing fee. A filing requirement could delay the delivery of Post-Combination Company Ordinary A1 Shares to any shareholder or shareholders required to make such a filing until the waiting periods in the HSR Act have expired or been terminated. If a shareholder believes that its acquisitions may trigger a filing obligation under the HSR Act, it should consult with its legal advisor as to whether any such filing will be required or if an exemption may be available to it. Any filing required to be made under the HSR Act by a particular shareholder will not impact the ability of the parties to consummate the Business Combination.

UK Takeover Code

The UK Takeover Code contains certain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the UK Takeover Code, if a person:

•

acquires an interest in shares of a company governed by the UK Takeover Code (a “UK Code Company”) that, when taken together with shares in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of the UK Code Company; or

•

who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% but does not hold shares carrying more than 50% of the voting rights in the UK Code Company, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the UK Takeover Panel) to make a cash offer (or provide a cash alternative) for the UK Code Company’s outstanding

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shares at a price not less than the highest price paid for any interests for such UK Code Company’s shares by a person or its concert parties during the previous 12 months.

The Post-Combination Company is expected to be a UK Code Company following the Closing. There is risk, therefore, that the acquirer, or its concert parties, cannot acquire more Post-Combination Company Ordinary Shares without triggering a mandatory bid for the Post-Combination Company. It is however, a condition to Closing that confirmation is received from the UK Takeover Panel that none of the Business Combination will give rise to an obligation on any person to make a mandatory offer for the shares in the Post-Combination Company under Rule 9 of the UK Takeover Code.

FCA

Approval has been obtained from the UK Financial Conduct Authority (the “FCA”) in accordance with section 189(4)(a) of the Financial Services and Markets Act 2000, as may be amended (“FSMA”) granting approval to BermudaCo and to any other person who would be, at Closing, acquiring or increasing control in CorpAcq (as such terms are defined in FSMA and the FSMA (Controllers) (Exemption) Order 2009) (the “FCA Approval”).

For more information, see “The Merger Agreement — Conditions to Closing.”

NSIA

Under the National Security and Investment Act 2021 (“NSIA”), a mandatory notification is generally required if CorpAcq and/or related entities have activities in the UK that fall within pre-established sensitive sectors and certain change of control thresholds are met.

The UK activities and services of CorpAcq through its subsidiary Key Forensic Services Limited (“KFS”) can be classified under the mandatory sector of Critical Suppliers to the Government. KFS is a provider of a range of forensic testing services, including physical forensic services for road traffic toxicology, drugs, DNA, and firearms / ammunition testing to the prison and probation service as well as several police forces in England and Wales. Furthermore, the notification relates to the proposed indirect acquisition of the majority of the voting and economic rights within KFS by PubCo (through its direct subsidiary BermudaCo), thereby satisfying the trigger event thresholds. Hence, given the level of change of control and the UK activities of KFS, it is likely that the Business Combination will fall within scope of the NSIA Regulations and a mandatory notification will need to be submitted to the Secretary of State (SoS) for consideration.

PubCo is in the process of submitting a mandatory notification to the SoS and the expectation is that the notification will be completed as part of the closing of the Business Combination. It is possible that the SoS may further investigate or scrutinize the Business Combination and may require additional information as a result. In some circumstances the SoS may impose certain conditions and requirements to ensure protection of any sensitive information that KFS may have access to.

If the notification is rejected, it will need to be resubmitted which may delay completion of the Business Combination. In any event, a mandatory notification is advisable because the SoS may otherwise call-in the Business Combination for review, on its own accord, up to 5 years from the time the change of control trigger event takes place if the Business Combination is not notified. The SoS will then have 6 months to decide whether to investigate the Business Combination, thereby increasing the level of uncertainty. However, if the Business Combination is notified, the SoS has 30 working days to complete its initial assessment. Most transactions are generally approved at this stage.

Furthermore, completing a transaction, that is subject to mandatory notification, without approval may risk sanctions for both the Company as well as individuals. This includes a penalty of up to 5 per cent of group worldwide turnover or £10 million (whichever is higher) and/or imprisonment for individuals for up to five years.

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.

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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:

•

CorpAcq’s existing shareholders will have the greatest voting interest in the Post-Combination Company under the Contractual Maximum Redemption scenario with approximately 68.9% 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.

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

•

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 the Nasdaq Capital Market by virtue of being a foreign private issuer.

PubCo will rely on these accommodations in the Nasdaq Capital Market corporate governance standards 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

196

not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market’s corporate governance requirements.

Redemption Rights

Pursuant to the Churchill Charter, a holder of shares of Churchill Class A Common Stock may demand that Churchill redeem such shares for cash if the Business Combination is consummated. Holders of Churchill Class A Common Stock will be entitled to receive cash for these shares only if they demand that Churchill redeem 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 meeting. If the Business Combination is not completed, the shares of Churchill Class A Common Stock will not be redeemed. If a holder of Churchill Public Shares 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 held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. As of the record date for the Stockholder Special Meeting, this would amount to approximately $[•] per share. In such case, such holder of Churchill Class A Common Stock will be exchanging their shares for cash and will no longer own such shares. Please see the section titled “Special Meeting of Churchill Stockholders — Redemption Rights” for more information on your redemption rights, the waiver of redemption rights by Sponsor and Churchill’s directors and officers, and the procedures to be followed if you wish to redeem your shares for cash.

Appraisal Rights

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

Waiving Underwriters

Each of the Waiving Underwriters, BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC have waived any claim to deferred underwriting fees payable pursuant to the Underwriting Agreement in connection with certain underwriting services performed in connection with the Churchill IPO, which would result in a total of $48,300,000 in deferred underwriting fees being payable upon the consummation of an initial Business Combination. As of the date of this proxy statement/prospectus, the Waiving Underwriters have waived any claim to deferred underwriting fees equal to a Waived Amount of $30,368,625 that would otherwise be payable pursuant to the Underwriting Agreement in connection with the Waiving Underwriter’s underwriting services in connection with the Churchill IPO.

Following the Churchill IPO, neither Churchill nor CorpAcq have formally engaged the Waiving Underwriters to serve as an advisor in any capacity relating to an initial business combination. Although the Waiving Underwriters provided assistance in identifying, and obtaining information to evaluate, potential targets for an initial business combination, primarily during the period following the Churchill IPO 2021 and the first half of 2022, none of the Waiving Underwriters assisted in identifying or evaluating CorpAcq or the Business Combination. None of the Waiving Underwriters was involved in the preparation of any materials received by the Churchill Board or management or the CorpAcq Board or management in connection with any evaluations of an initial business combination. None of the Waiving Underwriters produced any work product in relation to the Business Combination for which Churchill relied on their expertise. Additionally, none of the Waiving Underwriters was responsible for the preparation of any disclosure that is included in this proxy statement/prospectus, including any analysis underlying such disclosure and has not had a role in the Business Combination.

Each of the Waiving Underwriters has indicated to Churchill that they were no longer serving as underwriters in SPAC transactions, and none of the Waiving Underwriters participated in any role in the Business Combination. As a result, Churchill requested, and each of BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC has delivered to Churchill, a waiver of its deferred underwriting fee (the “Underwriter Fee Waivers”) on November 1, 2023, November 6, 2023, and November 7, 2023, respectively. Pursuant to the Underwriter Fee Waivers, the Waiving Underwriters have each waived its entitlement to the entirety of the deferred underwriting fees owed to it in connection with the Churchill IPO, equaling the Waived Amount with respect to the Business Combination. Each of the Waiving

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Underwriters has already rendered its services in connection with the Churchill IPO pursuant to the Underwriting Agreement to obtain its fee and is therefore waiving its right to part of the compensation to which it would otherwise be entitled. None of the Waiving Underwriters provided any additional detail regarding why they agreed to waive their respective underwriting fees. Churchill will not speculate about the reasons for the Waiving Underwriters’ delivery of the Underwriter Fee Waivers, and Churchill does not have any further information as to why the Waiving Underwriters provided the Underwriter Fee Waivers.

As of the date of this proxy statement/prospectus, Churchill is not aware of any disagreements between Churchill and any of the Waiving Underwriters with respect to the Waiving Underwriters’ resignations and/or refusal to act, as applicable. Additionally, none of the Waiving Underwriters has had any further communications with Churchill since its resignation and/or refusal to act, as applicable. At no time prior to or after the delivery of the Underwriter Fee Waivers, as applicable, did any of the Waiving Underwriters indicate that it had any specific concerns with the Business Combination and none of the Waiving Underwriters advised Churchill that it was in disagreement with the contents of this proxy statement/​prospectus. You should be aware that some investors may find the proposed Business Combination less attractive as a result of the receipt of waivers of the deferred underwriting fee. This may make it more difficult for Churchill to complete the Business Combination. See the risk factor entitled “The Waiving Underwriters were to be compensated in part on a deferred basis for already-rendered underwriting services in connection with the Churchill IPO, yet each of the Waiving Underwriters waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/ prospectus.”

Churchill continues to have customary obligations with respect to use of information and indemnification under the Underwriting Agreement. In particular, as is customary, certain provisions of the Underwriting Agreement survived the delivery of the Underwriter Fee Waivers. These provisions include Churchill’s obligation to indemnify and hold harmless each underwriter, the directors, officers, employees, affiliates and agents of each underwriters and each person who controls any underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject to under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement on Form S-1 filed in connection with the Churchill IPO or in any preliminary prospectus, prospectus, any “road show” as defined in Section 433(h) of the Securities Act or any Written Testing-the-Waters Communication (as defined in the Underwriting Agreement) or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred, subject in each case to customary exceptions.

In addition, the Underwriting Agreement described above contains a contribution provision that in the event that the indemnity obligations are unavailable or insufficient to hold harmless an indemnified party for any reason, with each indemnifying party agreeing to contribute an amount proportional to reflect the relative benefits received by Churchill on the one hand and the underwriters on the other from an offering of securities pursuant to the Underwriting Agreement (or, if such allocation is not available for any reason, proportional to the relative benefits and relative fault of Churchill and the underwriters). The relative benefits received by Churchill on the one hand and the underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by Churchill when compared to the total underwriting discounts and commissions received by the underwriters, in connection with the Churchill IPO. The relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by Churchill on the one hand or the underwriters on the other and the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. There can be no assurance that Churchill would have sufficient funds to satisfy such indemnification claims or that after satisfying such indemnification claims, Churchill would have sufficient funds to satisfy the minimum cash condition in order to consummate the business combination under the Merger Agreement. See the Risk Factor entitled “There can be no assurance

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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.”

Investors may believe that when financial institutions, such as BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, are named in a proxy statement/prospectus, the involvement of such institutions typically presumes a level of due diligence and independent analysis on the part of such financial institution and that the naming of such financial institutions generally means that a financial institution has done a level of due diligence ordinarily associated with a professional engagement. Each of the Waiving Underwriters disclaim any responsibility for any of the disclosure in this proxy statement/​prospectus. Accordingly, you should not place any reliance either on the participation of the Waiving Underwriters in the Churchill IPO prior to each of the Waiving Underwriters’ respective delivery of its Underwriter Fee Waivers or on the Waiving Underwriters decision not to participate in the Business Combination.

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THE MERGER AGREEMENT

Churchill is asking Churchill’s stockholders to adopt the Merger Agreement and approve the Business Combination. Churchill stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. Please see the subsection titled “The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on the Business Combination Proposal because it is the primary legal document that governs the Business Combination.

In addition, Churchill is asking holders of Churchill Public Warrants to approve the Class C Warrant Amendment. Holders of Churchill Public Warrants should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement and the Class C Warrant Amendment. Please see the subsection titled “Related Agreements — Class C Warrant Amendment” for additional information and a summary of certain terms of the Class C Warrant Amendment.

Churchill may consummate the Business Combination only if the Business Combination Proposal is approved by 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, assuming a quorum is present. 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 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 by holders of Churchill Public Warrants.

The Merger Agreement

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants of the parties given in the Merger Agreement are also modified in important part by the underlying disclosure schedules of CorpAcq (“CorpAcq Disclosure Schedules”) and Churchill (“Churchill Disclosure Schedules”, together the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

General

On August 1, 2023, Churchill entered into the Merger Agreement with CorpAcq, PubCo, Merger Sub, and the Sellers. On September 19, 2023, BermudaCo became a party to the Merger Agreement. On December 26, 2023, Churchill, the CorpAcq Parties and the Sellers amended the Merger Agreement in connection with the Extension.

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

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immediately prior to the Closing, (i) to the extent not already done, the Initial Shareholder shall exercise its voting rights to cause PubCo to adopt the Post-Combination Articles and to pass such other shareholder 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;

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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:

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•

in connection with the Founder Equity Retirement, the Sponsor will forfeit to Churchill for no consideration, the Retirement Founder Shares (as defined under “Related Agreements — Sponsor Agreement”) 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;

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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 other than the 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 Delayed Financing Amount as estimated in the Churchill closing statement the “Estimated Delayed Financing Amount”);

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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, registered in the name of the Sponsor (or its designees), at a subscription price of $0.000001 per Post-Combination Company B Share against (and concurrently with) the payment of the B Share Subscription Amount;

•

immediately following the Founder Share Contribution and the B Share Subscription, at the Closing, Merger Sub will merge with and into Churchill in the Merger, which shall be effective as of the Effective Time, being 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 or such later date as may be agreed in writing by PubCo and Churchill and specified in the certificate of merger, and pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become the Surviving Corporation and a subsidiary of PubCo;

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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;

•

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 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;

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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, an interest bearing loan (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;

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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, which is the total consideration to be paid to the Sellers and the Drag Sellers at Closing in exchange for the CorpAcq Sale and the Drag Along Sale, to the Sellers less the aggregate amounts thereof due to the Drag Sellers;

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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 an interest bearing

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loan to CorpAcq to the extent necessary to fund all or any portion of an amount equal to (i) $128,600,000 (less cash and cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any capital raising transactions with any holders of shares of CorpAcq, or any affiliate thereof, if any (the aggregate of all such amounts, 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 (i) above (if any, held by the Surviving Corporation at such time) (the “I/C CorpAcq Interest Loan”). Such funds will be used by the Post-Combination Company for general corporate purposes, including to ensure there is sufficient cash on CorpAcq’s balance sheet to support its overall business strategy and acquisition objectives;

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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 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 (the “Intragroup Recapitalization”);

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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;

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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 consummate the Drag Along Sale and procure the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders which are not being transferred by the Sellers, 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 the closing of such transfer and CorpAcq shall seek to pay and issue the Closing Seller Consideration, which is the total consideration to be paid to the Sellers and the Drag Sellers at Closing in exchange for the CorpAcq Sale and the Drag Along Sale, 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;

•

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.

The Merger

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:

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each share of Churchill Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, which are discussed further below) 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 Post-Combination Company Ordinary A1 Share; 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;

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•

each share of Churchill Class B Common Stock (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 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;

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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 (clauses (i) through (iii) together, the “Excluded Shares”) shall be cancelled and no consideration shall be paid or payable with respect thereto;

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in the event that the Warrant Amendment Proposal is approved and an independent valuation report pursuant to section 593 of the UK Companies Act 2006 (confirming that the non-cash 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 not less than the amount to be treated as having been paid up on the Post-Combination Company Class C Shares) 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 warrant of the Post-Combination Company, issued on terms substantially similar to the terms of the Churchill Private Placement Warrants and subject to the Warrant Amendment Agreement (“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”);

CorpAcq Sale

By entering into the Merger Agreement, PubCo made an offer to all the holders of the CorpAcq Ordinary Shares to purchase on the Closing Date, immediately prior to the Closing, all of their CorpAcq Ordinary A1 Shares in exchange for the Closing Seller Consideration pursuant to the CorpAcq Sale (such offer, the “CorpAcq Purchase Offer”), and in connection therewith, PubCo will amend and restate the articles of association of PubCo to be in the form of the Post-Combination Articles. The CorpAcq Sale in respect of each Seller will be consummated immediately prior to the Closing. The Drag Along Sale (if any), shall be consummated in connection with the Closing and promptly following the CorpAcq Preferred Redemption. After giving effect to both the CorpAcq Sale and the Drag Along Sale (if any), PubCo will hold 100% of the outstanding equity interests in CorpAcq (subject to stamping of the relevant transfer forms by HM Revenue & Customs).

Drag Along Sale

Orange UK Holdings Limited (“Orange UK”) is the holder of a majority of the class A ordinary shares of CorpAcq, par value £0.001 per share of CorpAcq (“CorpAcq Class A Ordinary Shares”) and, as a

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result of the CorpAcq Purchase Offer, Orange UK has the ability to exercise certain drag along rights arising under the CorpAcq Articles and require each other shareholder of CorpAcq to transfer its respective shares in the capital of CorpAcq on the same terms in order to consummate a Drag Along Sale (as defined in the CorpAcq Articles) in connection with and to give effect to the Business Combination.

Pursuant to the Merger Agreement, each of CorpAcq and Orange UK will take such actions as may be required to exercise the drag along rights and consummate the Drag Along Sale in order to procure the transfer of any remaining CorpAcq Ordinary Shares to PubCo not otherwise held by the Sellers to ensure that PubCo acquires 100% of the CorpAcq Ordinary Shares (comprising 100% of the outstanding equity interests in CorpAcq), which will be consummated promptly following the CorpAcq Preferred Redemption.

Closing

The closing of the Business Combination (the “Closing”) shall take place (a) electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) commencing as promptly as practicable (and in any event no later than 9:00 a.m. Eastern Time on the seventh Business Day) following the satisfaction or (to the extent permitted by applicable law) waiver of the conditions described below under “— Conditions to Closing” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable law) waiver of such conditions at the Closing)) or at such other time, date and location as Churchill and CorpAcq may agree in writing.

Consideration

Subject to the terms and conditions of the Merger Agreement, the aggregate consideration to be paid to the Sellers and Drag Sellers at the Closing in exchange for the CorpAcq Sale and the Drag Along Sale (the “Closing Seller Consideration”) will be equal to the sum of (i) the Closing Seller Cash Consideration, (ii) the Closing Seller Share Consideration, (iii) 15,000,000 Post-Combination Company Class C-2 Shares and (iv) the Earnout Shares.

Closing Seller Cash Consideration

The “Closing Seller Cash Consideration” is an amount in U.S. Dollars equal to the sum of:

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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), plus the Churchill Facilitated Financing Amount (defined below), if any, in each case calculated as of immediately prior to Closing (the “Available Cash Amount”) and without giving effect to the Delayed Financing Amount; minus

•

the aggregate amount of the Transaction Expenses (as defined in the Merger Agreement), minus

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the CorpAcq Preferred Redemption Amount; minus

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an amount equal to $128,600,000 minus the CorpAcq Holder Facilitated Financing Amount, if any; minus

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99.99% of the amount by which the aggregate amounts of the preceding four bullet points exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq in its sole discretion).

The “Churchill Facilitated Financing Amount” refers to the aggregate amount of cash or cash equivalents delivered or committed to Churchill, CorpAcq, PubCo or any of their respective subsidiaries in connection with any capital raising transactions (whether debt, equity or otherwise) consummated following the date of the Merger Agreement through and including the day that is 30 days following the Closing, to the extent:

•

such cash or cash equivalents are received or committed in exchange for the issuance of securities of PubCo, the Post-Combination Company or Churchill, as applicable, including amounts delivered pursuant to any Additional Subscription (if any) by the Sponsor of up to $50,000,000 pursuant to the terms of the Sponsor Agreement (see “Related Agreements — Sponsor Agreement — Additional Subscription”) or any other subscriptions for Post-Combination Company Ordinary Shares (or equity securities exchangeable for Post-Combination Company Ordinary Shares); or

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•

such cash or cash equivalents are received as proceeds of one or more debt financing transactions or are committed to in connection with a debt facility, in any such case with an aggregate principal amount in excess of £200 million, in which case only the excess above £200 million shall be part of the Churchill Facilitated Financing Amount;

provided, that the Churchill Facilitated Financing Amount excludes any of the following (the “Excluded Financing”):

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the CorpAcq Holder Facilitated Financing Amount;

•

cash or cash equivalents received from a debt financing transaction that is consummated between the date of the Merger Agreement and the Closing, but solely to the extent that such proceeds are actually utilized to consummate certain permitted acquisitions by CorpAcq pursuant to the Merger Agreement prior to Closing; or

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cash or cash equivalents received in from a debt financing transaction entered into in the ordinary course of business by a subsidiary of CorpAcq, but solely to the extent that such proceeds are utilized by such subsidiary for the operations of such subsidiary and are not utilized for or distributed to CorpAcq or any other subsidiary of CorpAcq.

Closing Seller Share Consideration

The “Closing Seller Share Consideration” is number of Post-Combination Company Ordinary A1 Shares equal to:

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a number of Post-Combination Company Ordinary A1 Shares (rounded down to the nearest whole share) equal to (i) $803,822,000, minus the Closing Seller Cash Consideration, divided by (ii) $10.00; and

•

if the amount (the “Delivered Capital Adjustment Amount”) calculated as (i) 12.5% multiplied by (ii) (1) the Delivered Capital Amount (as defined below), 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% the “Incremental Share Consideration”); provided that no Incremental Share Consideration shall be issued at Closing and, instead of a right to any additional Incremental Share Consideration at Closing, the Sellers shall have the contingent right to receive any remaining Incremental Share Consideration from the Post-Combination Company within five days following the final calculation of the Delayed Financing Amount.

The “Delivered Capital Amount” means, as may be adjusted as provided in the Sponsor Agreement (see “Related Agreements — Sponsor Agreement — Delivered Capital Amount Post-Closing Adjustment”):

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If the Available Cash Amount, including and to the extent applicable, the Estimated Delayed Financing Amount (such amount, the “Preliminary Delivered Capital Amount”), is less than or equal to $592,000,000, an amount equal to the Preliminary Delivered Capital Amount; and

•

if the Preliminary Delivered Capital Amount is greater than $592,000,000 an amount equal to (i) the Preliminary Delivered Capital Amount minus (ii) the lesser of (1) the Preliminary Delivered Capital Amount minus $592,000,000 and (2) (A) the cash and cash equivalents held in the Trust Account immediately following the Churchill Stockholder Redemption in connection with the Stockholder Special Meeting minus (B) the number of shares of Churchill Class A Common Stock outstanding after giving effect to the Churchill Stockholder Redemptions in connection with the Stockholder Special Meeting multiplied by $10.00,

provided, however, that the “Delivered Capital Amount” shall not be greater than $850,000,000 nor less than an amount equal to the Available Cash Amount minus Transaction Expenses.

Earnout Shares

In connection with the Closing, and as additional consideration for the sale of their CorpAcq shares pursuant to the CorpAcq Sale or Drag Along Sale (as applicable), PubCo shall issue or cause to be issued to

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each Seller and Drag Seller (in accordance with its respective pro rata share) who holds both: (i) one or more shares in CorpAcq immediately prior to the CorpAcq Sale, and (ii) one or more Post-Combination Company Ordinary Shares immediately following the Closing or, in the case of the Drag Sellers, one or more Post-Combination Company Ordinary Shares immediately following the consummation of the Drag Along Sale (“Eligible Earnout Party”), Post-Combination Company Ordinary A2 Shares and Post- Combination Company Ordinary A3 Shares as follows (“Earnout Shares”):

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(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

•

(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”);

provided that no Incremental Earnout Shares shall be issued at Closing and only 11,000,000 Base Earnout Shares shall be issued at Closing and, instead of a right to any additional Incremental Earnout Shares or Base Earnout Shares at Closing, the Sellers shall have the contingent right to receive any remaining Incremental Earnout Shares or Base Earnout Shares, as applicable, from the Post-Combination Company within five days following the final calculation of the Delayed Financing Amount.

The Incremental Earnout Shares and the Base Earnout Shares will be issued as Post-Combination Company Ordinary A2 Shares and Post-Combination Company Ordinary A3 Shares, respectively.

The Post-Combination Company Ordinary A2 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A2 Shares will be entitled to vote such shares, and will be entitled to receive dividends and other distributions with respect to such shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such Post-Combination Company Ordinary A2 Shares (and will be forfeited if they do not vest).

The Post-Combination Company Ordinary A3 Shares will be unvested upon issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date or otherwise pursuant to the Merger Agreement. Holders of Post-Combination Company Ordinary A3 Shares will be entitled to vote such shares, but will not be entitled to receive any dividends or distributions with respect to unvested Post-Combination Company Ordinary A3 Shares.

Seller Lockup

Under the Merger Agreement, each Seller or Eligible Earnout Party has agreed that they shall not transfer any Post-Combination Company Ordinary Shares or Post-Combination Company Class C-2 Shares held by such Eligible Earnout Party until (i) one year following the Closing Date, in the case of any Seller or Eligible Earnout Party that is a member of management of CorpAcq immediately prior to Closing or (ii) 180 days following the Closing Date in the case of all Sellers or Eligible Earnout Parties that are not a member of management of CorpAcq immediately prior to Closing (together, the “Seller Lockup Period”).

Notwithstanding the above, the Seller Lockup Period shall not apply to the transfer of any Post-Combination Company Ordinary Shares or Post-Combination Company Class C-2 Shares made in the following circumstances:

•

in acceptance of a general offer for the whole of the issued equity share capital of the Post-Combination Company (other than any equity share capital held by or committed to the offeror

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and/or persons acting in concert with the offeror) made in accordance with the UK Takeover Code or the provision of an irrevocable undertaking to accept such an offer;

•

pursuant to any compromise or arrangement under Part 26 of the UK Companies Act 2006, providing for the acquisition by any person (or group of persons acting in concert) of more than 50 per cent of the equity share capital of the Post-Combination Company and which compromise or arrangement has been sanctioned by the court;

•

pursuant to an order of a court of competent jurisdiction requiring such Post-Combination Company Ordinary Shares or Post-Combination Company Class C-2 Shares to be transferred or a consent order which has the same effect;

•

by the personal representatives of the transferor on and following their death;

•

pursuant to an offer by the Post-Combination Company to purchase its own Post-Combination Company Ordinary Shares or Post-Combination Company Class C-2 Shares which is made on identical terms to all holders of shares and otherwise complies with applicable laws;

•

to the spouse or civil partner of the transferor or the trustees of a trust under which no beneficial interest in the Post-Combination Company Ordinary Shares or Post-Combination Company Class C-2 Shares transferred exists or can arise except in favor of the relevant transferor and/or their spouse, civil partner or minor children;

•

by the transferor to any person which has the same ultimate legal and beneficial ownership as the transferor or to its officers or directors or, if the transferor is an individual, to any member of the transferor’s immediate family; or

•

certain arrangements to facilitate the sale of such number of their shares in the Post-Combination Company as may be necessary to enable them to fund taxes that arise in connection with Post-Combination Company Ordinary Shares.

Conditions to Closing

Conditions to Each Party’s Obligations

The respective obligations of each of the parties to the Merger Agreement to complete the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (to the extent legally permitted) by CorpAcq and Churchill, as applicable:

•

the UK Financial Conduct Authority (the “FCA”) shall have granted unconditional approval in accordance with section 189(4)(a) of the Financial Services and Markets Act 2000, as may be amended (“FSMA”) to BermudaCo and to any other person who would be, at Closing, acquiring or increasing control in CorpAcq (as such terms are defined in FSMA and the FSMA (Controllers) (Exemption) Order 2009) or the assessment period by any interruption period (as such terms are defined under applicable law) in respect of the section 178 notice given in respect of completion of the Business Combination has expired without the FCA giving notice under section 189(4) FSMA (the “FCA Approval”);

•

confirmation shall have been received from the UK Takeover Panel that none of the Business Combination will give rise to an obligation on any person to make a mandatory offer for the shares in PubCo under Rule 9 of the UK Takeover Code;

•

no order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination shall have been in force;

•

Churchill shall have at least $5,000,001 of net tangible assets remaining after the Churchill Stockholder Redemption in connection with the Stockholder Special Meeting;

•

the Business Combination Proposal shall have been approved;

•

the Form F-4 shall have become effective in accordance with the Securities Act;

•

the Post-Combination Company Ordinary A1 Shares and Post-Combination Company Class C-1 Shares (or the Post-Combination Company Public Warrants, as applicable) shall have been issued in

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connection with the Business Combination having been approved for listing on the Nasdaq Capital Market, the Nasdaq Global Market or such other stock exchange as the CorpAcq Parties and Churchill may mutually agree prior to the Closing, subject only to official notice of issuance thereof;

•

the Post-Combination Company Board shall have been constituted as agreed; and

•

the applicable waiting period (and any extension thereof, or any applicable timing agreements, understandings or commitments) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the Merger shall have expired or been terminated.

Additional Conditions to Churchill’s Obligations

The obligations of Churchill to consummate and effect the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) by Churchill:

•

(i) certain representations and warranties of Sellers and the CorpAcq Parties, as applicable, related to corporate organization, due authorization, capitalization, brokers, investment intent and accredited investors (“Specified Representations”) will be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly relate to an earlier date, in which case such representation and warranty will be true and correct on and as of such earlier date), (ii) certain representations and warrants of the CorpAcq Parties related to Material Adverse Effect and drag along rights will be true and correct in all respects as of the Closing Date (except to the extent that any such representation and warranty expressly relate to an earlier date, in which case such representation and warranty will be true and correct on and as of such earlier date) and (iii) certain representations and warranties of (x) Sellers contained in Section 12.18 (other than the Specified Representations) and (y) the CorpAcq Parties contained in Article V of the Merger Agreement (other than the absence of changes and Specified Representations) will be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly relate to an earlier date, in which case such representation and warranty will be true and correct on and as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect;

•

the covenants and agreements of Sellers and each CorpAcq Party contained in the Merger Agreement to be performed prior to the Closing will have been performed in all material respects;

•

the CorpAcq Sale will have been consummated and PubCo shall have adopted the Post-Combination Articles;

•

the CorpAcq Parties will have delivered to Churchill a certificate signed by an officer of CorpAcq, dated as of the Closing Date, certifying that the conditions specified in the first two bullets above are satisfied; and

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the CorpAcq Parties will have delivered to Churchill the Sponsor Agreement, the BermudaCo Bye-laws, the Back to Back Share Issuance Agreement, and the Registration Rights Agreement.

Additional Conditions to CorpAcq Parties’ Obligations

The obligation of the CorpAcq Parties to consummate and effect the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by CorpAcq:

•

(i) each of the representations and warranties of Churchill in Article VI of the Merger Agreement (other than capitalization) will be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation

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and warranty expressly relate to an earlier date, in which case such representation and warranty will be true and correct on and as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a material adverse effect on Churchill or materially delay or impair the ability of Churchill to perform its obligations under the Merger Agreement and (ii) the representations and warranties related to the capitalization of Churchill will be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty will be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date);

•

the covenants and agreements of Churchill contained in the Merger Agreement to be performed as of or prior to the Closing will have been performed in all material respects;

•

the Available Cash Amount minus Transaction Expenses minus any Delayed Financing Amount, if applicable, will be no less than $350,000,000 (the “Minimum Cash Condition”);

•

Churchill will have delivered to CorpAcq a certificate, duly executed by an officer of Churchill, dated as of the Closing Date certifying that the conditions specified in the first three bullets above are satisfied;

•

Each of the covenants of each of the parties to the Sponsor Agreement to be performed as of or prior to the Closing will have been performed in all material aspects, and none of the parties thereto shall have threatened in writing (i) that the Sponsor Agreement is not valid, binding and in full force and effect, (ii) that PubCo is in breach of or default under the Sponsor Agreement or (iii) to terminate the Sponsor Agreement; and

•

Churchill will have delivered to CorpAcq an executed copy of the Registration Rights Agreement.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of CorpAcq are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Consistent with the Merger Agreement, a “Material Adverse Effect” as used herein means, with respect to the CorpAcq Parties, a material adverse effect on the results of operations or financial condition of CorpAcq and each of its subsidiaries, taken as a whole; provided, however, that in no event shall any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” on the results of operations or financial condition of CorpAcq:

•

any change in applicable laws or GAAP or IFRS or any interpretation thereof,

•

any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally,

•

the announcement or the execution of the Merger Agreement, the pendency or consummation of the Merger or the performance of the Merger Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees,

•

any change generally affecting any of the industries or markets in which CorpAcq or the certain significant subsidiaries operate or the economy as a whole,

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the compliance with the terms of the Merger Agreement or the taking of any action required or contemplated by the Merger Agreement or with the prior written consent of Churchill,

•

any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster, act of God or other force majeure event,

•

any national or international political or social conditions in countries in which, or in the proximate geographic region of which, CorpAcq and certain significant subsidiaries operate, including the engagement by the United States or such other countries in hostilities or the

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escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack or any internet or “cyber” attack or hacking, upon any person or country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel,

•

any failure of CorpAcq to meet any projections, forecasts or budgets; provided, that clause (h) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect) and

•

COVID-19 or any law, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, changes to business operations, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or any change in such law, directive, pronouncement or guideline or interpretation thereof following the date of the Merger Agreement or CorpAcq or certain of its significant subsidiaries’ compliance therewith;

provided that in the case of clauses (a), (b), (d), (f), (g) and (i) such changes may be taken into account to the extent (but only to the extent) that such changes have had a disproportionate impact on CorpAcq and its subsidiaries, taken as a whole.

Representations and Warranties

Under the Merger Agreement, the CorpAcq Parties made customary representations and warranties about it and its subsidiaries relating to:

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corporate organization;

•

organizational documents and subsidiaries;

•

due authorization;

•

no conflict;

•

consents and requisite government approvals;

•

capitalization;

•

financial statements;

•

undisclosed liabilities;

•

litigation and proceedings;

•

compliance with laws;

•

material contracts;

•

CorpAcq benefit plans;

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labor matters;

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taxes;

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insurance;

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permits;

•

real property;

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intellectual property and IT;

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data privacy;

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environmental matters;

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•

absence of changes;

•

brokers’ fees;

•

related party transactions;

•

accuracy of information provided in this proxy statement/prospectus;

•

regulatory matters;

•

Investment Company Act;

•

the Drag Along Sale.

Under the Merger Agreement, Churchill made customary representations and warranties relating to:

•

corporate organization;

•

due authorization;

•

no conflict;

•

litigation and proceedings;

•

consents and requisite government approvals;

•

compliance with laws;

•

financial ability and trust account;

•

brokers’ fees;

•

SEC reports, financial statements, Sarbanes Oxley Act and undisclosed liabilities;

•

business activities;

•

employee benefit plans;

•

tax matters;

•

capitalization;

•

stock market listing;

•

the Sponsor Agreement;

•

related party transactions;

•

Investment Company Act;

•

accuracy of information provided in this proxy statement/prospectus.

Covenants of the Parties

Conduct of Businesses Prior to the Completion of the Business Combination

Prior to the Closing, except as disclosed on the CorpAcq Disclosure Schedules, permitted by the Merger Agreement or any other transaction document or consented to by Churchill, CorpAcq will, and will cause its subsidiaries to (i) use its commercially reasonable efforts to operate its business in the ordinary course of business and (ii) use its commercially reasonable efforts to continue to accrue and collect accounts receivable, accrue and pay accounts payable and other expenses and establish reserves for uncollectible accounts in the ordinary course of business. Without limiting the generality of the foregoing, except as set forth on the CorpAcq Disclosure Schedules, contemplated by the Merger Agreement or any other transaction document, consented to by Churchill in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as required by law, the CorpAcq Parties will not, and CorpAcq will cause its subsidiaries not to, prior to the Closing:

•

change or amend the certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents of any CorpAcq Party, except as otherwise required by law;

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•

make, declare, set aside, establish a record date for or pay any dividend or distribution, other than (i) any dividends or distributions from any subsidiary of CorpAcq to CorpAcq or any other wholly owned subsidiaries of CorpAcq and (ii) dividends or distributions from CorpAcq to the holders of CorpAcq Preferred Shares required to be paid in accordance with the CorpAcq Articles as in effect on the date of the Merger Agreement;

•

(i) issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than certain permitted liens) on any shares of capital stock or any other equity or voting securities of any CorpAcq Party or any of their subsidiaries or (ii) issue or grant any options, warrants, restricted stock units, performance stock units or other rights to purchase or obtain any shares of capital stock or any other equity, equity-based or voting securities of CorpAcq Party or any of their subsidiaries, in each case of (i) and (ii), other than as contemplated by the Business Combination and issuances of equity in CorpAcq or any of its subsidiaries in connection with any acquisition of assets, equity interests or any business or other person or division thereof by CorpAcq or any subsidiary thereof, in each case as set forth on CorpAcq Disclosure Schedules, or otherwise consented to by Churchill in writing;

•

sell, assign, transfer, convey, lease, license or abandon, subject to or grant any lien (other than certain permitted liens) on, or otherwise dispose of, any material assets, rights or properties of any CorpAcq Party or any of their subsidiaries other than granting non-exclusive licenses, the sale or license of software, goods and services, or the sale or other disposition of information technology systems deemed by CorpAcq in its reasonable business judgment to be obsolete or no longer be material to the business of CorpAcq, in the ordinary course of business;

•

fail to (i) process any personal information in material compliance with all applicable privacy requirements and (ii) take all actions reasonably necessary to protect the privacy and confidentiality of, and to protect and secure, any personal information in the possession or control of, or processed by or on behalf of, CorpAcq or any of its subsidiaries;

•

(i) cancel or compromise any claim or indebtedness owed to CorpAcq or any of its subsidiaries, or (ii) settle any pending or threatened action, (A) if such settlement would require payment by CorpAcq in an amount greater than £1,000,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief, or (C) to the extent such settlement involves a governmental authority or alleged criminal wrongdoing;

•

directly or indirectly acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or person or division thereof other than (i) any such acquisitions that do not exceed £25,000,000 individually or £50,000,000 in the aggregate, and (ii) any residual purchase obligations with respect to such acquisitions consummated prior to the date of the Merger Agreement;

•

make any loans or advance any money or other property to any person, except for (i) advances in the ordinary course of business to any current or former employee, officer, worker or independent contractor of CorpAcq or its subsidiaries (the “CorpAcq Employees”) for expenses, (ii) prepayments and deposits paid to suppliers of CorpAcq or any of its subsidiaries in the ordinary course of business and (iii) trade credit extended to customers of CorpAcq or any of its subsidiaries in the ordinary course of business;

•

redeem, purchase or otherwise acquire, any shares of capital stock (or other equity interests) of CorpAcq Party or any of their subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of CorpAcq Party or any of their subsidiaries, other than as contemplated by the Business Combination;

•

adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares of capital stock or other equity interests or securities of any CorpAcq Party, other than as contemplated by the Business Combination;

•

except as required to enforce its rights under the Merger Agreement or in respect of the Business Combination, enter into, renew or amend in any material respect, any transaction or contract relating

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to CorpAcq Transaction Expenses if such entry, renewal or amendment would result in additional CorpAcq Transaction Expenses that, individually or in the aggregate, exceed £5,000,000;

•

make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of PubCo or any entity within CorpAcq, other than as may be required by applicable law, International Financial Reporting Standards as issued by the International Accounting Standards Board and adopted by the UK, or regulatory guidelines;

•

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of CorpAcq Party or any of their subsidiaries (other than the Business Combination);

•

make, revoke or change any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment, fail to pay any material tax as such tax becomes due and payable unless such tax is being contested in good faith, other than with respect to BermudaCo changing its residence for tax purposes, or take, any action that would, or would reasonably expected to, prevent or otherwise cause the Business Combination from qualifying for the Intended Tax Treatment;

•

directly or indirectly, incur, or modify in any material respect the terms of, any indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person for indebtedness (other than (i) indebtedness under the any capital leases entered into in the ordinary course of business or (ii) indebtedness that is repaid at Closing);

•

except as otherwise required by law, the terms of any existing CorpAcq benefit plan set forth on the CorpAcq Disclosure Schedules as in effect on the date of the Merger Agreement or the terms of any contract with PubCo or any of its affiliates, (i) establish, adopt, enter into or materially amend any CorpAcq Benefit Plan providing for severance or termination benefits or payments or make any grant of severance or termination benefits or payments to any person other than in the ordinary course of business with respect to CorpAcq Employees with an annual base salary or annualized fee equal to or less than £250,000 (“Non-Management Employees”), (ii) increase the compensation or benefits of CorpAcq Employees, other than such increases in the ordinary course of business for Non-Management Employees, (iii) make any grant of any cash retention payment to any person, except in connection with the hiring (to the extent permitted by clause (iii) of this paragraph) of any employee or promotion of a CorpAcq Employee, (iv) except in the ordinary course of business, hire, or terminate the employment (other than for cause) of, any CorpAcq Employee who is not a Non-Management Employee or (v) except in the ordinary course of business, establish, adopt, enter into, amend in any material respect or terminate any CorpAcq Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a CorpAcq Benefit Plan if it were in existence as of the date of the Merger Agreement (other than any such plan providing for severance or termination benefits and except to the extent permitted to be established, adopted, entered into or amended in accordance with the Merger Agreement);

•

voluntarily fail to maintain in full force and effect material insurance policies covering CorpAcq and its subsidiaries and their respective properties (including the real property), assets and businesses in a form and amount consistent with past practices;

•

enter into any transaction with any person that, to the knowledge of the CorpAcq Parties, is an affiliate of any Seller (excluding ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are CorpAcq Employees);

•

enter into any agreement that materially restricts the ability of CorpAcq or its subsidiaries to engage or compete in any material line of business or in any geographic territory or enter into a new material line of business; or

•

enter into any agreement, or otherwise become obligated, to do any action prohibited under the foregoing.

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Churchill has agreed to a more limited set of restrictions on its business prior to the effective time of the Merger. Specifically, prior to the Closing, except as disclosed on the Churchill Disclosure Schedules, contemplated by the Merger Agreement or any other transaction document or with the written consent of CorpAcq (which consent will not be unreasonably conditioned, withheld, delayed or denied), Churchill has agreed not to, and not permit any of its subsidiaries to:

•

change, modify or amend the Trust Agreement or the Churchill Charter and Churchill’s bylaws, in each case as amended and in effect on the date of the Merger Agreement (“Churchill Organizational Documents”);

•

(A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Churchill; (B) split, combine or reclassify any capital stock of, or other equity interests in, Churchill; or (C) other than in connection with the Churchill Stockholder Redemption in connection with the Stockholder Special Meeting or as otherwise required by the Churchill Organizational Documents in order to consummate the Business Combination, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Churchill;

•

make, revoke or change any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment, fail to pay any material tax as such tax becomes due and payable unless such tax is being contested in good faith, change its residence for tax purposes, or take any action that would, or would reasonably be expected to, prevent or otherwise cause the Business Combination from qualifying for the intended tax treatment under the Merger Agreement;

•

enter into, renew or amend in any material respect, any transaction or contract with an affiliate of Churchill or the Sponsor (including (x) any director or officer of Churchill or the Sponsor or anyone related by blood, marriage or adoption to any such person and (y) any person with whom any director or officer of Churchill or the Sponsor has a direct or indirect legal or contractual relationship or beneficial ownership interest of 5% or greater);

•

waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened action) or compromise or settle any liability;

•

except as otherwise required by law or the terms of any existing Churchill benefit plan (i) establish, enter into, adopt or materially amend any Churchill benefit plan (or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Churchill benefit plan if it were in existence as of the date of the Merger Agreement, (ii) establish, adopt, enter into or materially amend any Churchill benefit plan providing for severance or termination benefits or payments or make any grant of severance or termination benefits or payments to any person, (iii) establish or increase the compensation or benefits of any directors, officers, employees or independent contractors of Churchill or its subsidiaries, (iv) make any grant of any cash retention payment to any person, or (v) hire any directors, officers, employees or independent contractors of Churchill or its subsidiaries, or enter into any employment contract or collective bargaining agreement, pay any special bonus or special remuneration to any director, officer, employee or contractor, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or independent contractors;

•

acquire by merging or consolidating with, or by purchasing the assets of, or by any other manner, any business or person or division thereof or otherwise acquire any assets;

•

adopt a plan of complete or partial liquidation, dissolution, merger, division transaction, consolidation or recapitalization;

•

other than in respect of working capital loans with Sponsors or any Insiders, incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;

•

(A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom

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stock ownership interests or similar rights in, Churchill (including any preferred stock of Churchill) or any of its subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, or (B) amend, modify or waive any of the terms or rights set forth in, any Churchill Warrants or the Existing Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein, except for any amendment or modification in connection with the approval of the Warrant Amendment Proposal, including an amendment to provide for the Warrant Holder Meeting; or

•

authorize any of, or commit or agree to take, whether in writing or otherwise, any of, the foregoing actions.

Efforts to Consummate

In connection with the Business Combination, each of the parties to the Merger Agreement agreed to (i) use reasonable best efforts to comply promptly but in no event later than ten business days after the date of the Merger Agreement with any required notification and reporting requirements of the HSR Act and (ii) cooperate and use their respective commercially reasonable efforts to consummate and make effective as promptly as practicable the Business Combination, including providing any notices to any person required in connection with the consummation of the Business Combination, and obtaining any licenses, consents, waivers, approvals, authorizations, qualifications and governmental orders necessary to consummate the Business Combination. Provided that, in no event shall any party be required to pay any material fee, penalty or other consideration to obtain any license, permit, consent, approval, authorization, qualification or waiver required under any contract for the consummation of the Business Combination.

The CorpAcq Parties, Sponsor and the Insiders agreed that BermudaCo and PubCo and Sponsor and the Insiders, if required to obtain FCA Approval, shall make any such notification (the “Change of Control Notification”) to the UK Financial Conduct Authority as promptly as practicable (and in any event within 20 business days of the date of the Merger Agreement). If at any time CorpAcq Parties or the Sponsor and the Insiders become aware of any event, circumstance or condition that would be reasonably likely to prevent FCA Approval being satisfied, CorpAcq Parties shall promptly inform Churchill or, in the case of Sponsor or the Insiders, such persons shall promptly notify the CorpAcq Parties, and reasonably cooperate with them to address any such event, circumstance or condition.

Each of PubCo, CorpAcq and Churchill shall cooperate with one another and use their reasonable best efforts to prepare or otherwise procure the provision of any necessary documentation to effect promptly all necessary filings with any governmental authority and to obtain all necessary, proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any governmental authority necessary to consummate the Business Combination, including the FCA Approval.

If any objections are asserted with respect to the Business Combination under any applicable law or if any action is instituted by any governmental authority or any private party challenging any of the Business Combination as violative of any applicable law, each of the CorpAcq Parties, on the one hand, and Churchill, on the other hand, shall cooperate with one another in good faith and use their reasonable best efforts to take such action as reasonably necessary to overturn any regulatory action by any governmental authority to prevent or enjoin consummation of the Business Combination. Each of the CorpAcq Parties and Churchill shall use commercially reasonable efforts to obtain any authorization, consent or approval of a governmental authority necessary or advisable so as to enable the consummation of the Business Combination to occur as expeditiously as possible.

Prior to Closing, no party shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, could in any material respect (individually or in the aggregate): (i) impose any material delay in obtaining, or increase the risk of not obtaining, consents of a governmental authority necessary to consummate the Business Combination or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of a governmental authority seeking or entering a government order prohibiting the consummation of the Business Combination,

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(iii) materially increase the risk of not being able to remove any such government order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Business Combination.

Stockholder Special Meeting and Warrant Holder Meeting

Churchill, CorpAcq and PubCo agreed to, as promptly as practicable following the time at which this proxy statement/prospectus is declared effective under the Securities Act and, in any event within 35 days of the effectiveness of this proxy statement/prospectus (“SEC Clearance Date”), (i) establish the record date for, duly call, give notice of, convene and hold the Stockholder Special Meeting and Warrant Holder Meeting, in each case, on a date no later than 35 days following the SEC Clearance Date and (ii) cause this proxy statement/prospectus to be disseminated to the Churchill stockholders and holders of Churchill Warrants.

Churchill agreed to use its reasonable best efforts to take all actions necessary (in its discretion or at the request of CorpAcq) to obtain the approval of the Stockholder Proposals at the Stockholder Special Meeting and the approval of the Warrant Amendment Proposal at the Warrant Holder Meeting, in each case as such meeting is adjourned or postponed, including by soliciting proxies as promptly as practicable in accordance with applicable law for the purpose of seeking the approval of the proposals set forth in this proxy statement/prospectus. Churchill shall be entitled to (and, in the case of the following clauses (ii) and (iii), at the request of PubCo, shall) postpone or adjourn the Stockholder Special Meeting or the Warrant Holder Meeting, as applicable, for a period of no longer than 20 days: (i) to ensure that any supplement or amendment to this proxy statement/prospectus that the Churchill Board has determined in good faith to be required by applicable law is disclosed to the Churchill stockholders and holders of Churchill Warrants and for such supplement or amendment to be promptly disseminated to the Churchill stockholders and holders of Churchill Warrants prior to the Stockholder Special Meeting or the Warrant Holder Meeting, as applicable; (ii) if, as of the time for which the Stockholder Special Meeting or the Warrant Holder Meeting is originally scheduled, there are insufficient shares of Churchill Common Stock or holders of Churchill Warrants 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 Warrant Holder Meeting; or (iii) in order to solicit additional proxies from the Churchill stockholders or the holders of Churchill Warrants for purposes of obtaining approval of the Business Combination Proposal or obtaining approval of the Warrant Amendment Proposal, respectfully; provided, that in the event of any such postponement or adjournment, the Stockholder Special Meeting or the Warrant Holder Meeting, as applicable, shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

No Change of Churchill Recommendation

Except as permitted by the Merger Agreement, the Churchill Board may not change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendations of the Churchill Board to vote “FOR” ​(i) the Business Combination Proposal, (ii) each of the Governance Proposals, (ii) the Adjournment Proposal and (iv) the Warrant Amendment Proposal (“Churchill Board Recommendations”). Churchill agreed that its obligation to establish a record date for, duly call, give notice of, convene and hold the Stockholder Special Meeting for the purpose of seeking approval of the Stockholder Proposals and the Warrant Holder Meeting for the purpose of seeking approval of the Warrant Amendment Proposal may not be affected by any intervening event or circumstance, and Churchill agreed to establish a record date for, duly call, give notice of, convene and hold the Stockholder Special Meeting and the Warrant Holder Meeting, and submit for the approval of Churchill stockholders the Stockholder Proposals, and for the approval of the holders of Churchill Warrants, the approval of the Warrant Amendment Proposal, as applicable, regardless of any intervening event or circumstance.

Exclusive Dealing

Prior to the Closing, Sellers and CorpAcq Parties have agreed not to, and have agreed to cause their respective affiliates and representatives not to, directly or indirectly:

•

solicit or initiate any inquiry, indication of interest, proposal or offer from any third party relating to any (i) issuance, sale or transfer to or investment by a third party in any newly issued or currently outstanding equity interest in CorpAcq, (ii) sale or transfer of all of or a material portion of the assets of CorpAcq or certain significant subsidiaries of CorpAcq, to a third party, or (iii) merger or

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business combination between CorpAcq or certain significant subsidiaries, on the one hand, and a third party, on the other hand, other than (x) any acquisitions or, investments (including by way of merger or other business combination) pursued, conducted or consummated by any of CorpAcq or any of its subsidiaries in their ordinary course business activities, which such ordinary course business activities include investing in and acquiring operating companies, including any financing activities pursued, conducted or secured with respect to such ordinary course business activities, but excluding, any sale or divestitures (including by way of merger or other business combination) pursued, conducted or consummated by any of CorpAcq or any of its subsidiaries, (y) the issuance of securities of CorpAcq or any of its subsidiaries in connection with certain permitted acquisitions pursuant to the Merger Agreement or (z) any of the Business Combination (a “CorpAcq Competing Transaction”); and

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participate in any discussions or negotiations with any third party regarding, or furnish or make available to such third party, as applicable, any information with respect to, a CorpAcq Competing Transaction; or

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enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any third party, relating to a CorpAcq Competing Transaction.

Prior to the Closing, Churchill has agreed not to, and have agreed to cause its affiliates and representatives not to, directly or indirectly:

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solicit or initiate any inquiry, indication of interest, proposal or offer from any third party relating to any business combination with any person other the CorpAcq Parties (a “Churchill Competing Transaction”);

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participate in any discussions or negotiations with any third party regarding, or furnish or make available to such third party, as applicable, any information with respect to, a Churchill Competing Transaction; or

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enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with any third party, relating to a Churchill Competing Transaction.

Sellers, CorpAcq Parties and Churchill also agreed to, and agreed to cause their respective affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to a CorpAcq Competing Transaction or a Churchill Competing Transaction, as applicable.

Indemnification and Insurance

PubCo agreed to indemnify and hold harmless present and former director, manager and officer of CorpAcq and Churchill and each of their respective subsidiaries against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, arising out of or pertaining to matters existing to occurring at or prior to the Effective Time, to the fullest extent permitted under applicable law.

PubCo agreed to cause each of CorpAcq and the Surviving Corporation to, (i) maintain for a period of not less than six years from the Effective Time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the date of the Merger Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by law.

PubCo also agreed that it will, or will cause one or more of its subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by any of CorpAcq’s or any of its subsidiaries’ or Churchill’s directors’ and officers’ liability insurance policies for a period of six years after the Effective Time.

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Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements to which the parties have agreed, including covenants related to:

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the Sellers and each CorpAcq Party waiving past, present or future claims against and right to access the Trust Account or to collect from the Trust Account any monies that may be owed to them by Churchill or any of its affiliates for any reason whatsoever;

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CorpAcq delivering audited and unaudited financial statements required to be included in this proxy statement/prospectus;

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each of PubCo and CorpAcq using their best efforts to procure that the CorpAcq Preferred Redemption is undertaken as soon as possible following the Churchill Stock Repurchase and PubCo’s receipt of the CorpAcq Preferred Redemption Amount;

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CorpAcq and its subsidiaries obtaining any consents or waivers necessary to approve the Business Combination as required under the terms of any contracts relating to the Alcentra Facility or any other indebtedness for borrowed money to which CorpAcq or its subsidiaries are a party as at the date of the Merger Agreement and the Closing Date;

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PubCo undertaking to (and CorpAcq undertaking to cause PubCo to) seek confirmation prior to the Closing from the UK Takeover Panel that (i) the UK Takeover Code will not apply to the transfers pursuant to the CorpAcq Sale and, if applicable, the Drag Along Sale and (ii) none of the transactions contemplated by the Merger Agreement will give rise to an obligation on any person to make a mandatory offer for the shares in PubCo under Rule 9 of the UK Takeover Code;

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PubCo entering into employment agreements with each of the executive officers of the Post-Combination Company (each Person serving as an officer of CorpAcq immediately prior to the Effective Time);

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PubCo taking all actions necessary to cause certain agreements to be terminated;

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CorpAcq taking such actions as may be required to exercise a Drag Along Sale (as defined in the CorpAcq Articles) to procure the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders which are not being transferred by the Sellers in accordance with the requirements under applicable law;

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Churchill keeping current and timely filing all reports required to be filed or furnished with the SEC and otherwise complying in all material respects with its reporting obligations under applicable securities laws;

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PubCo and Churchill agreeing to take all actions necessary to cause certain appointments to Post-Combination Company Board;

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PubCo paying all transfer, documentary, stamp, registration or other similar taxes incurred in connection with the Business Combination;

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CorpAcq Parties and Churchill will, and will cause their respective subsidiaries to, provide the other party and its representatives reasonable access, subject to certain specified restrictions and conditions, to its respective properties, books, records, contracts, commitments, tax returns, and appropriate officers and employees as the other party and its representatives may reasonably request for purposes of consummating the Business Combination;

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all parties working in good faith to have a new credit facility in place immediately following the Closing on mutually agreeable terms;

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Churchill using reasonable best efforts to ensure Churchill remains listed as a public company on the NYSE or the Nasdaq Global Market;

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confidentiality and publicity relating to the Merger Agreement and the transactions contemplated thereby;

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all parties executing further documents and performing further acts as reasonably necessary to give full effect to the Business Combination;

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•

CorpAcq taking certain actions with respect to “disqualified individuals” ​(meaning of Section 280G of the U.S. Internal Revenue Code of 1986, as amended, and the regulations thereunder), and, if required, submit to a vote of holders of the equity interests of the PubCo entitled to vote on certain matters;

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PubCo taking certain actions with respect to the UK Takeover Code;

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PubCo taking certain actions with respect to Section 16 of the Exchange Act;

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

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restrictions with respect to the issuance of equity interests in PubCo or the placement of any liens related to such equity interests;

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restrictions on Churchill to permit amendments to the Sponsor Agreement; and

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the Post-Combination Company procuring that CorpAcq enter into an agreement between PubCo and Simon Orange, Orange UK or an affiliate of Orange UK that will provide substantially the same economic rights as under existence with Orange UK and its sole shareholder (Simon Orange).

No Survival of Representations, Warranties and Covenants

None of the representations, warranties, covenants, obligations or other agreements in the Merger Agreement or in any certificate, statement or instrument delivered pursuant to the Merger Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing and instead will terminate and expire upon the occurrence of the Effective Time (and there will be no liability after the Closing in respect thereof), except for those covenants and agreements contained in the Merger Agreement that by their terms expressly apply in whole or in part at or after the Closing and then only with respect to any breaches occurring at or after the Closing.

Omnibus Incentive Plan

Under the Merger Agreement, prior to the Closing, the PubCo Board will, subject to PubCo shareholder approval if required, adopt the CorpAcq Group Plc 2024 Omnibus Incentive Plan in the form attached as Annex D to this proxy statement/prospectus (the “Omnibus Incentive Plan”).

Termination

Mutual Termination Rights

The Merger Agreement may be terminated and the Business Combination abandoned:

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by written consent of CorpAcq and Churchill;

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by CorpAcq or Churchill, with the subsequent agreement of the other party, if the SEC has not declared the Form F-4 effective under the Securities Act on or prior to December 15, 2023;

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by written notice from either CorpAcq or Churchill to the other if the Business Combination Proposal is not approved at the Stockholder Special Meeting (subject to any adjournment, postponement or recess of the meeting); provided, that the right to terminate the Merger Agreement shall not be available to Churchill if, at the time of such termination, Churchill is in breach of certain obligations under the Merger Agreement with respect to the Stockholder Special Meeting.

CorpAcq Termination Rights

Prior to the Closing, the Merger Agreement may be terminated and the Business Combination abandoned:

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fifteen business days following the Stockholder Special Meeting, but prior to the Closing, by written notice to Churchill from CorpAcq if the Churchill Stockholder Redemption results in the Minimum Cash Condition becoming incapable of being Satisfied at Closing;

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•

by written notice to Churchill from CorpAcq if:

•

there is any breach of any representation, warranty, covenant or agreement on the part of Churchill, such that the conditions described in the first two bullet points under the heading “— Conditions to Closing of the Merger; Conditions to CorpAcq Parties’ Obligations” ​(“Terminating Churchill Breach”), except that, if any such Terminating Churchill Breach is curable by Churchill through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date CorpAcq provides written notice of such violation or breach and the Termination Date (as defined below) after receipt by Churchill of notice from CorpAcq of such Terminating Churchill Breach, but only as long as Churchill continues to exercise such reasonable best efforts to cure such Terminating Churchill Breach (the “Churchill Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Churchill Breach is not cured within Churchill Cure Period,

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the Closing has not occurred on or before February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (such date, the “Termination Date”); or

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the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

Notwithstanding the above, the right to terminate the Merger Agreement under the first two bullets above shall not be available if CorpAcq’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date.

Churchill Termination Rights

Prior to the Closing, the Merger Agreement may be terminated and the Business Combination abandoned:

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by written notice to CorpAcq from Churchill if:

•

there is any breach of any representation, warranty, covenant or agreement on the part of CorpAcq, such that the conditions described in the first two bullet points under the heading “— Conditions to Closing of the Merger; Conditions to Churchill’s Obligations” would not be satisfied at the Closing (“Terminating CorpAcq Breach”) except that, if such Terminating CorpAcq Breach is curable by CorpAcq through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Churchill provides written notice of such violation or breach and the Termination Date) after receipt by CorpAcq of notice from Churchill of such Terminating CorpAcq Breach, but only as long as CorpAcq continues to use its reasonable best efforts to cure such Terminating CorpAcq Breach (the “CorpAcq Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating CorpAcq Breach is not cured within the CorpAcq Cure Period;

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the Closing has not occurred on or before the Termination Date;

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the audited financial statements (including consolidated balance sheets and consolidated statements of income, shareholders’ equity and cash flows), of CorpAcq as at and for the years ended December 31, 2022 and December 31, 2021, in each case, prepared in accordance with IFRS and Regulation S-X and audited in accordance with the auditing standards of the PCAOB, have not been delivered to Churchill in accordance with the Merger Agreement on or prior to September 30, 2023;

•

the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

Notwithstanding the above, the right to terminate the Merger Agreement under the first three bullets above shall not be available if Churchill’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date.

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Effect of Termination

If the Merger Agreement is validly terminated, the Merger Agreement will become void and have no effect, without any liability on the part of any of the parties or its respective affiliates, officers, directors, employees or stockholders, unless any party willfully breaches the Merger Agreement prior to such termination. However, the trust account claims waiver, confidentiality, publicity, effect of termination and certain other technical provisions will continue in effect notwithstanding termination of the Merger Agreement.

Amendments

The Merger Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the Merger Agreement and which makes reference to the Merger Agreement.

Enforcement

The parties to the Merger Agreement agree that they will be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of the Merger Agreement or any other transaction document and to enforce specifically the terms of provisions thereof, without proof of damages, prior to valid termination of the Merger Agreement, this being in addition to any other remedy to which they are entitled under the Merger Agreement, Sponsor Agreement or any other transaction document.

Expenses

Except as otherwise provided in the Merger Agreement, each party will bear its own expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby if the Business Combination is not consummated, including all fees of its legal counsel, financial advisers and accountants; provided that if the Closing occurs, all Transaction Expenses shall be the responsibility of PubCo and shall be paid (or caused to be paid) by PubCo at or promptly after Closing.

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RELATED AGREEMENTS

Sponsor Agreement

On August 1, 2023, in connection with the execution of the Merger Agreement, Churchill entered into the Sponsor Agreement, which amended and restated in its entirety that certain letter, dated February 11, 2021, from the Churchill Initial Stockholders. The following summary of material provisions of the Sponsor Agreement is qualified by reference to the complete text of the Sponsor Agreement, a copy of which is attached as Annex B to this proxy statement/prospectus. You are encouraged to read the Sponsor Agreement in its entirety for a more complete description of the terms and conditions of the Sponsor Agreement.

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) in favor of the Business Combination and all other Stockholder Proposals and against certain other matters; (ii) not to redeem any of such Insider’s shares of Churchill Common Stock in connection with the Churchill stockholder redemption; (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 enter into, modify or amend any contract that would contradict, limit, restrict or impair any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or PubCo’s, BermudaCo’s, Churchill’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement; and (v) to be bound to certain other obligations as described therein.

Founder Equity Retirement, Founder Share Contribution, B Share Subscription

Pursuant to the terms of the Sponsor Agreement, immediately following the CorpAcq Sale and in connection with the Closing, the following will occur in the following order:

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the Founder Equity Retirement shall be consummated, pursuant to which Sponsor will forfeit the following securities, upon which such securities shall be retired, canceled and no longer outstanding:

•

a number of Founder Shares (the “Retirement Founder Shares”), equal to (i) 15,000,000 Founder Shares, and (ii) (1) if the Delivered Capital Adjustment Amount is a negative number, plus a number of shares equal to the absolute value of the Delivered Capital Adjustment Amount divided by $10.00 or (2) if the Delivered Capital Adjustment Amount is a positive number, minus a number of shares equal to the absolute value of the Delivered Capital Adjustment Amount divided by $10.00 (such amount referred to in this clause (2), the “Specified Sponsor Retained Share Amount”) and

•

18,600,000 Churchill Private Placement Warrants;

•

the Founder Share Contribution will be consummated, pursuant to which Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo, and in exchange therefor, BermudaCo will issue to Sponsor a number of BermudaCo Redeemable Shares equal to the number of shares of Churchill Class B Common Stock attributable to the Delivered Capital Amount other than the Estimated Delayed Financing Amount;

•

the B Share Subscription will be consummated, pursuant to which Sponsor will subscribe for a number of Post-Combination Company B Shares equal to the number of BermudaCo Redeemable Shares, against (and concurrently with) the payment of the B Share Subscription Amount; and

•

the BermudaCo Redeemable Shares and Post-Combination Company B Shares attributable to the Estimated Delayed Financing Amount will be restricted, pursuant to terms to be mutually agreed by Sponsor and PubCo, pending final determination of calculation of the Delivered Capital Amount and the Retirement Founder Shares.

Delivered Capital Amount Post-Closing Adjustment

On or prior to 40 days following the Closing Date, the Post-Combination Company and the Sponsor will agree on a statement setting forth (i) the final calculation of the Delayed Financing Amount as of 30 days following the Closing (or if such date is not a business day, the next succeeding business day) and, utilizing

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such number, the final calculations of the Delivered Capital Amount and the Delivered Capital Adjustment Amount and (ii) the total number of Retirement Founder Shares and the Specified Sponsor Retained Share Amount calculated on the basis of the final amounts provided for in clause (i) (such statement, the “Adjustment Statement”, and the number of Retirement Founder Shares set forth therein, the “Final Retirement Founder Shares”).

Promptly following the finalization of the Adjustment Statement, (i) if the number of the Final Retirement Founder Shares is greater than the number of Retirement Founder Shares calculated at Closing (the “Excess Shares”), then the Sponsor shall forfeit to BermudaCo and the Post-Combination Company the component parts of the restricted Exchangeable Units attributable to such Excess Shares to the extent already issued or, if not issued, they shall not be issued and (ii) if, to the extent not forfeited, any Exchangeable Units continue to either be held in escrow by BermudaCo and the Post-Combination Company, or held by the Sponsor as restricted Exchangeable Units, then such restricted Exchangeable Units shall be released to the Sponsor.

Additional Subscription

If the Minimum Cash Condition would not be satisfied as of the date the Closing would otherwise occur, the Sponsor agreed to purchase, cause the purchase (through one or more of its affiliates or third parties designated by it) or raise, on the Closing Date, securities 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 (such subscription, the “Additional Subscription”), subject to certain restrictions, including (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 PubCo, 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 PubCo mutually agreeing on the terms of the securities.

Earn-out Vesting; Dividends

The Exchangeable Units to be received by the Sponsor in connection with the Business Combination consist of:

•

a number of Exchangeable Units equal to (i) 50% multiplied by (ii) (1) the Exchangeable Units to be received by the Sponsor in connection with the Founder Share Contribution and the B Share Subscription minus (2) 4,697,750, each of which will consist of a Series B-2 share of BermudaCo (“BermudaCo Series B-2 Share”) together with a Post-Combination Company B Share (each such unit, a “Base Vesting Share”);

•

4,697,750 Exchangeable Units will consist of a Series B-3 share of BermudaCo (“BermudaCo Series B-3 Share”) together with a Post-Combination Company B Share (the “Earn-Out Vesting Shares,” and together with the Base Vesting Shares, the “Vesting Shares”); and

•

the remaining Exchangeable Units will consist of a Series B-1 share of BermudaCo (“BermudaCo Series B-1 Share”) together with a Post-Combination Company B Share.

The BermudaCo Series B-2 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Base Vesting Shares will be entitled to vote their Post-Combination Company Class B Shares, and will be entitled to receive dividends and other distributions with respect to BermudaCo Series B-2 Shares component to Base Vesting Shares prior to vesting, but any such dividends and distributions will only be paid to such holders upon the vesting of such BermudaCo Series B-2 Shares (and will be forfeited if they do not vest).

The BermudaCo Series B-3 Shares will be unvested at issuance and will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days

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within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Holders of Earn-Out Vesting Shares shall be entitled to vote their Post-Combination Company Class B Shares, but will not be entitled to receive any dividends or distributions with respect to unvested BermudaCo Series B-3 Shares.

Lock-Up

Pursuant to the Sponsor Agreement, in the event that the Closing occurs, the Sponsor and each Insider agrees that, subject to certain exceptions, it, he or she shall not transfer:

•

50% of its, his or her (i) Exchangeable Units (or the Exchanged Shares issued or issuable upon exercise of the Exchange Rights related thereto) or (ii) the Post-Combination Company Warrants or Post-Combination Company Class C Shares (or Post-Combination Company Ordinary A1 Shares issuable upon the exercise thereof) received pursuant to the Merger Agreement, until the twelve-month anniversary of the Closing Date;

•

the remaining 50% of such securities received pursuant to the Merger Agreement, until the 18-month anniversary of the Closing Date.

In addition, pursuant to the Sponsor Agreement, and subject to certain exceptions, the Sponsor shall not (and will cause its affiliates not to) transfer any unvested Vesting Shares prior to date such Vesting Shares become vested pursuant to the Sponsor Agreement.

BermudaCo Bye-laws

In connection with the Business Combination, the bylaws of BermudaCo will be amended and restated in substantially the form attached to this proxy statement/prospectus as Annex I (the “BermudaCo Bye- laws”). Pursuant to the BermudaCo Bye-laws, the authorized shares of BermudaCo will consist of (i) class A ordinary shares, which will be held immediately after Closing by the Post-Combination Company and (ii) BermudaCo Series B-1 Shares, BermudaCo Series B-2 Shares and BermudaCo Series B-3 Shares (such series B-1, B-2 and B-3 ordinary shares, collectively, the “BermudaCo Redeemable Shares”), which will be held immediately after Closing by the Sponsor. The BermudaCo Series B-2 Shares will be unvested and subject to the vesting, forfeiture, dividend and distribution provisions applicable to Base Vesting Shares, in each case as set forth in the Sponsor Agreement. The BermudaCo Series B-3 Shares will be unvested as of the Closing and subject to the vesting, forfeiture, dividend and distribution provisions applicable to Earn-out Vesting Shares, in each case as set forth in the Sponsor Agreement. See “Related Agreements — Sponsor Agreement — Earn-out Vesting; Dividends.”

Pursuant to the BermudaCo Byelaws, the holder of BermudaCo Redeemable Shares will be entitled to cause BermudaCo to exchange BermudaCo Redeemable Shares that have vested in accordance with the Sponsor Agreement to be exchanged for, at the option of BermudaCo, (a) cash equal to the arithmetic average of the volume weighted average prices for a PubCo Ordinary A1 Share on the Nasdaq Capital Market, or any other exchange or automated or electronic quotation system on which PubCo Ordinary A1 Shares trade, for each of the five consecutive full trading days ending on and including the last full trading day immediately prior to the applicable exchange date, or (b) Exchanged Shares, in each cash subject to appropriate and equitable adjustment (if any) for any stock splits, reverse splits, stock dividends or similar events affecting the Post-Combination Company Ordinary A1 Shares. In addition, BermudaCo shall have the right, at the request of the Post-Combination Company in connection with certain sale transactions, upon approval by the Post-Combination Company Board and upon approval by the requisite percentage of shareholders of the Post-Combination Company thereof, or upon certain other occurrences, to require the holders of BermudaCo Redeemable Shares that have vested or that will vest in connection with such sale transaction, to exchange such vested BermudaCo Redeemable Shares for, at the option of BermudaCo, cash or Exchanged Shares.

The BermudaCo Bye-laws permit the board of directors of BermudaCo (the “BermudaCo Board”) to make distributions to the Post-Combination Company, before making any dividends or distributions to BermudaCo shareholders (which are subject to the requirements described in the paragraph below), to allow the Post-Combination Company to pay certain (i) tax liabilities, (ii) operating and administrative costs, (iii) amounts payable by the Post-Combination Company in connection with indebtedness, interest, or

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dividends or distributions on equity securities of the Post-Combination Company or securities or instruments convertible or exercisable into such equity securities, (other than dividends or distributions on Post-Combination Company Ordinary Shares), (iv) judgments, settlements or other costs in respect of claims or litigation involving the Post-Combination Company, (v) fees and expenses related to any securities offering, investment or acquisition transaction authorized by the Post-Combination Company Board, (vi) other fees in connection with maintaining the existence of the Post-Combination Company, (vii) payments required to be made by the Post- Combination Company pursuant to the Merger Agreement or other agreements relating to the Business Combination and (viii) other debts, commitments, losses, expenses or obligations of any nature (other than dividends or distributions on Post-Combination Company Ordinary Shares).

In addition, the BermudaCo Board may cause BermudaCo to make distributions to BermudaCo shareholders, including to facilitate the Post-Combination Company’s payment of dividends on Post-Combination Company Ordinary Shares as calculated in accordance with the BermudaCo Bye-laws. Any such distributions to the holders of class A ordinary shares will be accompanied by a distribution to holders of BermudaCo Series B-1 Shares and BermudaCo Series B-2, equal to what such holders would have received if they held Post-Combination Company Ordinary A1 Shares; provided that any amounts otherwise distributable in respect of an unvested BermudaCo Series B-2 Share shall not be distributed to the holder thereof and shall instead be set aside and paid only upon the vesting of the Base Vesting Shares pursuant to the Sponsor Agreement. In the case of dividends or distributions on Post-Combination Company Ordinary A1 Shares not facilitated by distributions from BermudaCo to the Post-Combination Company, the BermudaCo Board must undertake all necessary actions to declare dividends or distributions on BermudaCo Series B-1 Shares and BermudaCo Series B-2 Shares (reflecting distributions on vested BermudaCo Redeemable Shares or unvested Base Vesting Shares, respectively), such that the holders thereof receive amounts equal to what such holders would have received if they held Post-Combination Company Ordinary A1 Shares; provided that any amounts otherwise distributable in respect of an unvested BermudaCo Series B-2 Share shall not be distributed to the holder thereof and shall instead be set aside and paid only upon the vesting of the Base Vesting Shares pursuant to the Sponsor Agreement. Holders of unvested BermudaCo Series B-3 Shares shall not be entitled to any dividends or other distributions with respect to such unvested BermudaCo Series B-3 Shares. BermudaCo shall not make any dividends or other distributions to the Post-Combination Company to facilitate any dividends or distributions on unvested Post-Combination Company Ordinary A3 Shares.

The foregoing summary of certain material provisions of the BermudaCo Bye-laws is qualified by reference to the complete text of the BermudaCo Bye-laws, a copy of which is attached as Annex I to this proxy statement/prospectus.

Back to Back Share Issuance Agreement

In the event that BermudaCo Redeemable Shares will be exchanged for Exchanged Shares pursuant to the BermudaCo Bye-laws, the Back to Back Share Issuance Agreement between BermudaCo and the Post-Combination Company obligates the Post-Combination Company to issue the Exchanged Shares to the exchanging holders of the BermudaCo Redeemable Shares upon notice from BermudaCo. The Back to Back Share Issuance Agreement obligates the Post-Combination Company to use reasonable best efforts to cause the Exchanged Shares to be listed on any securities exchange or inter-dealer quotation system on which the Post-Combination Company Ordinary A1 Shares are listed. The form of the Back to Back Share Issuance Agreement is attached to this proxy statement/prospectus as Annex J.

Class C Warrant Amendment

In the event that the Warrant Amendment Proposal is approved and the Valuation Report is obtained prior to the Effective Time, PubCo, Churchill and Continental Stock Transfer & Trust Company will enter into the Class C Warrant Amendment, a form of which is attached to this proxy statement/prospectus as Annex G. The Class C Warrant Amendment will amend the Existing Warrant Agreement to provide that, 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

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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, in the case, subject to the terms and conditions set forth therein.

Warrant Amendment Agreement

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, PubCo, Churchill and Continental Stock Transfer & Trust Company will enter into the Warrant Amendment Agreement, a form of which amendment is attached to this proxy statement/prospectus as Annex H. The Warrant Amendment Agreement will amend the Existing Warrant Agreement to provide that 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, 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, in each case, subject to the terms and conditions set forth therein.

Registration Rights Agreement

In connection with the Closing, that certain registration rights agreement of Churchill, dated February 11, 2021, will be amended and restated, and Churchill, the Sponsor and certain other parties thereto (the “New Holders” and, together with the Sponsor, the “Registration Rights Holders”) will enter into the registration rights agreement (the “Registration Rights Agreement”) with the Post-Combination Company.

Pursuant to the Registration Rights Agreement, the Post-Combination Company agrees that, as soon as practicable, but in any event within 15 business days and 45 calendar days, respectively, after the Closing, the Post-Combination Company will file registration statements to permit the public resale of all registrable securities held by the Registration Rights Holders under the Securities Act and use its best efforts to have the registration statements declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 75th business day (or the 135th business day if the registration statements are reviewed by the SEC) and (ii) the 5th business day after the date the Post-Combination Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statements will not be “reviewed” or will not be subject to further review following the Closing, in each case subject to the terms and conditions set forth therein. The Registration Rights Agreement provides for customary demand and piggyback registration rights.

Pursuant to the Registration Rights Agreement, the Registration Rights Holders have agreed, subject to Permitted Transfers (as defined in the Registration Rights Agreement) and with the exception of the Sponsor, Insiders (as defined in the Sponsor Agreement) and their Permitted Transferees who are subject to the restrictions on transfer of securities of PubCo under the Sponsor Agreement, not to transfer any Equity Security (as defined in the Registration Rights Agreement) of the Company during the period commencing on the Closing Date and ending on, (i) in the case of Earnout Shares (a) for holders who are members of management of CorpAcq immediately prior to the Closing, the later of one year following the Closing Date and the date such Equity Securities become vested under the Merger Agreement or Sponsor Agreement and (b) for holders who are not members of management of CorpAcq immediately prior to the Closing, the later of 180 days following the Closing Date and the date such Equity Securities become vested under the Merger Agreement or Sponsor Agreement, and (ii) in the case of non-Earnout Shares (x) for holders who are members of management of CorpAcq immediately prior to the Closing, one year following the Closing Date, and (y) for holders who are not members of management of CorpAcq immediately prior to the Closing, 180 days following the Closing Date.

The foregoing summary of the Registration Rights Agreement is not complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a form of which is attached hereto as Annex K.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section describes the material U.S. federal income tax considerations for beneficial owners of Churchill Class A Common Stock and Churchill Public Warrants (collectively, the “Churchill Securities”) (i) of electing to have their Churchill Class A Common Stock redeemed for cash if the Merger is completed, (ii) of the adoption of proposed amendments, (iii) of the Merger, and (iv) of the ownership and disposition of Post-Combination Company Securities acquired pursuant to the Merger. This discussion applies only to Churchill Securities and Post-Combination Company Securities held as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not discuss all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances or status, including the Medicare contribution tax on net investment income, or holders who are subject to special rules, including:

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brokers or dealers;

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traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

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tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax deferred accounts;

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banks or other financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies;

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insurance companies;

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individual retirement and other tax-deferred accounts;

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U.S. expatriates or former long-term residents of the United States;

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persons that own (directly, indirectly, or by attribution) 5% or more (by vote or value) of the Churchill Securities, or any class of Post-Combination Company Securities;

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persons holding Churchill Securities or Post-Combination Company Securities as part of a straddle, hedging or conversion transaction, constructive/wash sale, or other arrangement involving more than one position;

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partnership or other entities or arrangements classified as partnerships for U.S. federal income tax purposes (and investors therein);

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persons who are subject to special tax accounting rules under Section 451(b) of the Code;

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persons that received Churchill Securities or Post-Combination Company Securities as compensation for services;

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persons whose functional currency is not the U.S. dollar;

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holders of Churchill Class B Common Stock; or

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controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Churchill Securities or, after the completion of the Merger, Post-Combination Company Securities, the tax treatment of a partner in such partnership will depend upon the status of the partner and the activities of the partnership. Holders that are partnerships for U.S. federal income tax purposes and the partners in such partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the Merger and the ownership and disposition of Post-Combination Company Securities.

This discussion is based on the Code, its legislative history, existing and proposed Treasury Regulations promulgated under the Code, published guidance by the Internal Revenue Service (the “IRS”) and court decisions, all as of the date hereof, and does not take into account proposed changes in such tax laws. These laws are subject to change, possibly on a retroactive basis. This discussion is necessarily general and does not address all aspects of U.S. federal income taxation, including the effect of the U.S. federal alternative

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minimum tax, or U.S. federal estate and gift tax, or any state, local or non-U.S. tax laws. The Post-Combination Company does not intend to seek any ruling from the IRS regarding the U.S. federal income consequences of the Merger or the other matters discussed below. There can be no assurance that the IRS will not challenge the conclusion reflected herein or that a court would not sustain any such challenge.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF CHURCHILL SECURITIES OR, AFTER THE COMPLETION OF THE MERGER, POST-COMBINATION COMPANY SECURITIES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE MERGER AND THE OWNERSHIP AND DISPOSITION OF POST-COMBINATION COMPANY SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF SUCH MATTERS ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL, OR NON-U.S. TAX LAWS OR ANY APPLICABLE INCOME TAX TREATY.

U.S. Federal Income Tax Treatment of the Post-Combination Company

A corporation generally is considered to be a tax resident for U.S. federal income tax purposes in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, PubCo, which is incorporated under the laws of the U.K., would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule (more fully discussed below), under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex.

Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by one or more U.S. corporations (including through the acquisition of substantially all of the outstanding shares of a U.S. corporation); (ii) the non-U.S. corporation’s “expanded affiliated group” does not have “substantial business activities” in the non-U.S. corporation’s country of organization or incorporation and tax residence relative to the expanded affiliated group’s worldwide activities (this test is referred herein as the “SBA Test”); and (iii) after the acquisition, the percentage of the shares of the non-U.S. acquiring corporation held by former shareholders of the acquired U.S. corporation(s) by reason of holding shares in the U.S. acquired corporation(s) (taking into account the receipt of the non-U.S. corporation’s shares in exchange for each U.S. corporation’s shares) as determined for purposes of Section 7874 of the Code is at least 80% (by either vote or value) (this test is referred to as the “80% ownership test” and the three-prong test described in clauses (i)  — (iii) above is referred to as the “Expatriation Test”).

For purposes of the Expatriation Test, an “expanded affiliated group” means a group of corporations where (i) the non-U.S. corporation owns stock representing more than 50% of the vote and value of at least one member of the expanded affiliated group, and (ii) stock representing more than 50% of the vote and value of each member is owned by other members of the group. For purposes of the SBA Test, an “expanded affiliated group” includes partnerships where one or more members of the expanded affiliated group own more than 50% (by vote and value) of the interests of the partnership. In addition, an expanded affiliated group will be treated as having “substantial business activities” in the relevant foreign country when compared to its total business activities if, in general, at least 25% of the expanded affiliated group’s employees (by number and compensation), asset value and gross income are based, located and derived, respectively, in the relevant foreign country. Specifically, (i) the number of “group employees” based in the relevant foreign country must be at least 25% of the total number of group employees on the applicable date, which is either the date of the closing of the transaction or the last day of the month immediately preceding the closing of the transaction (to be applied consistently for purposes of the SBA Test), (ii) the “employee compensation” incurred with respect to group employees based in the relevant foreign country must be at least 25% of the total employee compensation incurred with respect to all group employees during the testing period, which is the one-year period ending on the applicable date (as described in clause (i) above), (iii) the value of the

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“group assets” ​(generally, tangible and real property used in the expanded affiliated group’s trade or business, including certain leases thereof) located in the relevant foreign country must be at least 25% of the total value of all group assets on the applicable date, and (iv) the “group income” ​(generally, gross income from unrelated customers) derived in the relevant foreign country must be at least 25% of the total group income during the testing period (as described in clause (ii) above).

Further, Section 7874 of the Code can limit the ability of U.S. corporations and their U.S. affiliates acquired by “surrogate foreign corporations” to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions. These limitations will potentially apply if the Expatriation Test is not satisfied at the 80% standard but would be satisfied at the “60%” threshold, in which case the taxable income of the U.S. corporations (and any U.S. person considered to be related to the U.S. corporations pursuant to applicable rules) for any given year, within a period beginning on the first date the U.S. corporations’ properties were acquired directly or indirectly by the non-U.S. acquiring corporation and ending 10 years after the last date the U.S. corporations’ properties were acquired, will be no less than that person’s “inversion gain” for that taxable year. A person’s inversion gain includes gain from the transfer of shares or any other property (other than property held for sale to customers) and income from the license of any property that is either transferred or licensed as part of the acquisition or after the acquisition to a non-U.S. related person. In general, the effect of this provision is to deny the use of net operating losses, foreign tax credits or other tax attributes to offset the inversion gain. In addition, if the Post-Combination Company were treated as a surrogate foreign corporation, dividends paid by the Post-Combination Company would not qualify for “qualified dividend income” treatment. Further, additional requirements are imposed on a U.S. corporation that has failed the SBA Test and met the 60% ownership test, including, but not limited to, that such U.S. corporation must include, as base erosion payments that may be subject to a minimum tax, any amounts treated as reductions in gross income paid to a related non-U.S. person within the meaning of Section 59A of the Code. Additional adverse tax consequences may apply to a U.S. corporation that has failed the SBA Test.

A substantial proportion of the operations of CorpAcq occur in the U.K. and, following closing, a substantial proportion of the operations of the expanded affiliated group of the Post-Combination Company (which will include CorpAcq) will occur in the U.K. As a result, and based on the terms of the transactions and the anticipated level of business activities of the expanded affiliate group, both now, through closing and subsequently thereafter, the Post-Combination Company expects to satisfy the SBA Test and, therefore, the Post-Combination Company expects that it should not be treated as a U.S. corporation for U.S. federal income tax purposes or subject to any limitations under Section 7874 of the Code. Caution, however, should be taken that satisfaction of the SBA Test will not be finally determined until after the time of the Closing, which could result in a different application of the rules described above as a result of adverse changes to the relevant facts and circumstances or adverse rule changes.

If the Post-Combination Company were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders (as defined below) could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce the withholding tax. However, if the Post-Combination Company were to be treated as a U.S. corporation for U.S. federal income tax purposes, dividend payments would generally constitute “qualified dividends” and be subject to tax at the rates accorded to long-term capital gains. Furthermore, even if the Post-Combination Company is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that the Post-Combination Company failed to satisfy the SBA Test and met the 60% ownership test threshold. If it were determined that the Post-Combination Company is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, dividends by the Post-Combination Company would not qualify for “qualified dividend income” treatment, and U.S. affiliates of the Post-Combination Company could be subject to increased taxation under the inversion gain rules and certain other provisions of the Code  —  i.e., a surrogate foreign corporation may be subject to a 1% excise tax, as discussed further below.

The remainder of this discussion assumes that the Post-Combination Company will not be treated as a U.S. corporation for U.S. federal income tax purposes, that dividends of the Post-Combination Company

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could be eligible to be treated as “qualified dividends” ​(if all other requirements are satisfied), and that the U.S. subsidiaries of the Post-Combination Company will not be subject to the limitations and other rules under Section 7874 of the Code.

Post-Combination Company Class C Shares

In the event that the Warrant Amendment Proposal is approved, at the Effective Time each Churchill Warrant will be automatically cancelled and extinguished and converted into the right to receive one Post-Combination Company Class C Share. The U.S. federal income tax treatment of the Post-Combination Company Class C Shares is uncertain. It is possible that the Post-Combination Company Class C Shares could be treated as shares of the Post-Combination Company for U.S. federal income tax purposes, or could be treated as warrants exercisable for shares of the Post-Combination Company. Holders of Churchill Warrants should consult their tax advisors regarding the U.S. federal income tax considerations relating the exchange of Churchill Warrants for Post-Combination Company Class C Shares.

U.S. Holders

The section applies to you if you are a U.S. Holder. For purposes of this discussion, a “U.S. Holder” means a beneficial owner of Churchill Class A Common Stock that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

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a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Redemption of Churchill Class A Common Stock

In the event that a U.S. Holder of Churchill Class A Common Stock exercises its right to have its Churchill Class A Common Stock redeemed pursuant to the redemption provisions described in the Churchill Charter, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such stock pursuant to Section 302 of the Code or whether the U.S. Holder will be treated as receiving a corporate distribution. Whether that redemption qualifies for sale treatment will depend largely on the total number of Churchill Class A Common Stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder) relative to all of the Churchill Class A Common Stock both before and after the redemption and the Merger. The redemption of stock is generally expected to be treated as a sale of the stock (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. Holder, results in a “complete termination” of the U.S. Holder’s interest in Churchill or is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained in further detail below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also any Churchill Class A Common Stock that are constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of Churchill’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Churchill Class A Common Stock (taking into account the Merger) must, among other requirements, be less than 80% of the percentage of Churchill’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either all the Churchill Class A Common Stock actually and constructively owned by the U.S. Holder are redeemed (taking into account the Merger) or all the Churchill Class A Common Stock actually owned by the U.S. Holder are redeemed (taking into account the Merger)

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and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Churchill Class A Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Churchill. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Churchill will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly-held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the Churchill Class A Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period for such Churchill Class A Common Stock exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be taxed at reduced rates. It is unclear, however, whether the redemption rights of a U.S. Holder with respect to the Churchill Class A Common Stock may suspend the running of the applicable holding period for this purpose. If the running of the holding period is suspended, then non-corporate U.S. Holders may not be able to satisfy the one year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the Churchill Class A Common Stock would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s tax basis in such holder’s Churchill Class A Common Stock generally will equal the cost of such shares. A U.S. Holder that purchased Churchill Public Units would have been required to allocate the cost between the shares of Churchill Class A Common Stock and the Churchill Warrants comprising the units based on their relative fair market values at the time of the purchase.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits of Churchill, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s Churchill Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Churchill Class A Common Stock. After the application of the foregoing rules, any remaining adjusted tax basis of the U.S. Holder in the redeemed Churchill Class A Common Stock will be added to the U.S. Holder’s adjusted tax basis in its remaining stock, or, to the basis of stock constructively owned by such holder if the stock actually owned by such holder is completely redeemed.

Dividends deemed paid by Churchill to a U.S. Holder that is a taxable corporation are generally expected to qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends deemed paid by Churchill to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the rates accorded to long-term capital gains. As described above, it is unclear whether the redemption rights with respect to the Churchill Class A Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of a redemption.

The Merger

Neither the Post-Combination Company nor Churchill is expected to be subject to U.S. federal income tax as a result of the Merger. The Merger, taken together with certain related transactions, is expected to qualify as a transaction described under Section 351 of the Code. However, for the reasons described below,

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the exchange of Churchill Securities for Post-Combination Company Securities pursuant to the Merger is expected to be taxable for U.S. Holders pursuant to Section 367(a) of the Code.

Section 367(a) of the Code and the Treasury Regulations promulgated thereunder generally require a U.S. Holder of stock or securities in a U.S. corporation to recognize gain (but not loss) when such stock or securities are exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment, unless certain conditions are met. Generally, these conditions include: (i) the U.S. corporation complies with certain reporting requirements; (ii) not more than 50% of both the total voting power and the total value of the stock of the non-U.S. corporation is received in the exchange, in the aggregate, by “U.S. transferors” ​(as defined in the Treasury Regulations), computed by taking into account direct, indirect and constructive ownership; (iii) no more than 50% of each of the total voting power and the total value of the stock of the non-U.S. corporation is owned, in the aggregate, immediately after the exchange by “U.S. persons” ​(as defined in the Treasury Regulations) that are officers, directors or “five-percent target shareholders” of the U.S. corporation (as defined in the Treasury Regulations), computed by taking into account direct, indirect and constructive ownership; (iv) either (A) the U.S. Holder is not a “five-percent transferee shareholder” of the non-U.S. corporation (as defined in the Treasury Regulations) or (B) the U.S. Holder is a “five-percent transferee shareholder” of the non-U.S. corporation and enters into an agreement with the IRS to recognize gain on the transferred shares under certain circumstances; and (v) the “active trade or business test” as defined in Treasury Regulation Section 1.367(a)-3(c)(3) is satisfied. The active trade or business test generally requires (A) the non-U.S. corporation or any qualified subsidiary of the non-U.S. corporation to be engaged in an “active trade or business” outside of the United States for the 36-month period immediately before the transfer and neither the transferors nor the non-U.S. corporation to have an intention to substantially dispose of or discontinue such trade or business and (B) the fair market value of the non-U.S. corporation to be at least equal to the fair market value of the U.S. corporation, as specifically determined for purposes of Section 367 of the Code, at the time of the transfer.

It is currently expected that the Merger will not satisfy all of the conditions described above. As a result, the Merger is expected to be taxable to U.S. Holders of Churchill Securities. As a result, U.S. Holders are expected to recognize gain, if any, but not loss, in the Merger in an amount equal to the excess of (i) the sum of the fair market value of the Post-Combination Company Securities (and, in the case of a U.S. Holder of Churchill Warrants, the fair market value of the Post-Combination Company Class C Shares or Post-Combination Company Warrants depending on whether the Warrant Amendment Proposal is approved) received by such holder, over (ii) such holder’s adjusted tax basis in the Churchill Securities exchanged therefor. Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. Holder’s holding period for the Churchill Securities exceeds one year at the time of the Merger. Long-term capital gains of non-corporate U.S. Holders (including individuals) are currently eligible for preferential U.S. federal income tax rates.

Distributions on Post-Combination Company Securities

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of any distribution on Post-Combination Company Securities generally will be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received, but only to the extent that the distribution is paid out of the Post-Combination Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such holder’s Post-Combination Company Securities. Any remaining excess will be treated as gain realized on the sale or other disposition of Post-Combination Company Securities. Because the Post-Combination Company does not maintain, nor is it required to maintain, calculations of its earnings and profits under U.S. federal income tax principles, it is currently expected that any distributions generally will be reported to U.S. Holders as dividends. Any such dividends generally will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

With respect to non-corporate U.S. Holders, dividends will be taxed at the lower applicable long-term capital gains rate (see “— Sale, Exchange, Redemption or Other Taxable Disposition of Post-Combination Company Securities”) if the Post-Combination Company is eligible for benefits of a comprehensive income

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tax treaty with the United States or the Post-Combination Company Securities are readily tradable on an established securities market in the United States and certain other requirements are met, including that the Post-Combination Company is not classified as a passive foreign investment company during the taxable year in which the dividend is paid or the preceding taxable year. There can be no assurance that Post-Combination Company Securities will be considered readily tradable on an established securities market in future years. U.S. Holders should consult their own tax advisors regarding the potential availability of the lower rate for any dividends paid with respect to Post-Combination Company Securities.

Sale, Exchange, Redemption or Other Taxable Disposition of Post-Combination Company Securities

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder is generally expected to recognize gain or loss on any sale, exchange, redemption (subject to the discussion below) or other taxable disposition of Post-Combination Company Securities in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such securities. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Post-Combination Company Securities is generally expected to be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares and/or warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of Post-Combination Company Securities generally will be treated as U.S. source gain or loss. In the case of a redemption of Post-Combination Company Securities, such redemption will be subject to Section 302 of the Code as described above under “—​Redemption of Churchill Class A Common Stock.”

Exercise of Lapse of a Post-Combination Company Warrant

In the event that the Warrant Amendment Proposal is not approved or the Valuation Report is not obtained prior to the Effective Time and Churchill Warrants are exchanged for Post-Combination Company Warrants, and subject to the discussion below under “— Passive Foreign Investment Company Rules,” and except as discussed below with respect to the cashless exercise of a Post-Combination Company Warrant, a U.S. Holder generally will not recognize gain or loss upon the exercise of a Post-Combination Company Warrant for cash. A U.S. Holder’s adjusted tax basis in a Post-Combination Company Security received upon exercise of a Post-Combination Company Warrant generally should be an amount equal to the sum of (i) the U.S. Holder’s adjusted tax basis in the Post-Combination Company Warrant exchanged therefore and (ii) the exercise price. The U.S. Holder’s holding period for a Post-Combination Company Security received upon exercise of a Post-Combination Company Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Post-Combination Company Warrant and will not include the period during which the U.S. Holder held the Post-Combination Company Warrant. If a Post-Combination Company Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s adjusted tax basis in the Post-Combination Company Warrant.

The tax consequences of a cashless exercise of a Post-Combination Company Warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder’s basis in the Post-Combination Company Securities received would equal the holder’s basis in the Post-Combination Company Warrant exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period for the Post-Combination Company Securities would be treated as commencing on the date of exercise of the warrants or the day following the date of exercise of the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Post-Combination Company Securities would include the holding period of the Post-Combination Company Warrants exercised therefor.

It is also possible that a cashless exercise of a Post-Combination Company Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised Post-Combination Company Warrant treated as surrendered to pay the exercise price of such warrant (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal

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to the difference between (i) the fair market value of the Post-Combination Company Warrants deemed surrendered and (ii) the U.S. Holder’s adjusted tax basis in the surrendered warrants. In this case, a U.S. Holder’s tax basis in the Post-Combination Company Securities received would equal the U.S. Holder’s adjusted tax basis in the Post-Combination Company Warrants exercised (meaning, the Post-Combination Company Warrants disposed of by the U.S. Holder in the cashless exercise, other than the surrendered warrants) and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Post-Combination Company Securities would commence on the date of exercise of the warrants or the day following the date of exercise of the warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be approved by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Post-Combination Company Warrants, if applicable.

Conversion of a Post-Combination Company Class C Share

In the event that the Warrant Amendment Proposal is approved, and the Post-Combination Company Class C Shares are not treated as stock for U.S. federal income tax purposes, the U.S. federal income tax treatment of the conversion of a Post-Combination Company Class C Share to a Post-Combination Company Post-Combination Company Security will generally be the same as the exercise of a Post-Combination Company Warrant, as described in the preceding section “— Exercise or Lapse of a Post-Combination Company Warrant”.

In the event that the Warrant Amendment Proposal is approved, and the Post-Combination Company Class C Shares are treated as stock for U.S. federal income tax purposes, the U.S. federal income tax treatment of the conversion of the Post-Combination Company Class C Shares to Post-Combination Company Securities is unclear. A U.S. Holder may be treated as in part exchanging the converted Post-Combination Company Class C Shares for Post-Combination Company Securities, and in part exercising such Post-Combination Company Class C Shares. In this case, a U.S. Holder generally is not expected to recognize gain or loss upon the conversion of a Post-Combination Company Class C Share to a Post-Combination Company Security and would generally bifurcate its holding period in the Post-Combination Company Securities received upon conversion of the Post-Combination Company Class C Shares, with a portion of the holding period of the Post-Combination Company Securities including the holding period of the Post-Combination Company Class C Shares converted thereto, and a portion of the holding period of the Post-Combination Company Class C Shares beginning on the date following the conversion. The ratio of such portions is expected to be equal to the ratio of the fair market value of the converted Post-Combination Company Class C Shares to the amount of the conversion price. A U.S. Holder’s adjusted tax basis in a Post-Combination Company Security received upon conversion of a Post-Combination Company Class C Share generally is expected to be an amount equal to the sum of (i) the U.S. Holder’s adjusted tax basis in the Post-Combination Company Class C Share exchanged therefore and (ii) the conversion price. In the event that a Post-Combination Company Class C Share is not converted to a Post-Combination Company Security prior to the applicable expiration date (a “conversion expiration”), a U.S. Holder may be able to recognize a capital loss equal to such holder’s adjusted tax basis in such Post-Combination Company Class C Share.

Possible Constructive Distributions

The terms of each Post-Combination Company Warrant and Post-Combination Company Class C Share provide for an adjustment to the number of Post-Combination Company Securities for which a Post-Combination Company Warrant or Post-Combination Company Class C Share may be exercised or converted, or to the exercise or conversion price of such warrant or Post-Combination Company Class C Share in certain events, as discussed in the section entitled “Description of Post-Combination Company’s Securities — Post-Combination Company Securities.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of a Post-Combination Company Warrant or Post-Combination Company Class C Share would, however, be treated as receiving a constructive distribution from the Post-Combination Company if, for example, the adjustment increases such holder’s proportionate

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interest in the Post-Combination Company’s assets or earnings and profits (e.g., through an increase in the number of the Post-Combination Company Securities that would be obtained upon exercise or conversion) as a result of a distribution of cash to the holders of Post-Combination Company Securities which is taxable to the U.S. Holders of such shares as described under “— Distributions on Post-Combination Company Securities” above. Such constructive distributions would be subject to tax as described under that section in the same manner as if the U.S. Holder received a cash distribution from the Post-Combination Company equal to the fair market value of such increased interest.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of Post-Combination Company Securities could be materially different from that described above if the Post-Combination Company is treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. A PFIC is any non-U.S. corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (ii) 50% or more of such non-U.S. corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties and certain rents. The determination of whether a non-U.S. corporation is a PFIC is based upon the composition of such non-U.S. corporation’s income and assets (including, among others, generally, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock or interest in a partnership), and the nature of such non-U.S. corporation’s activities. A separate determination must be made after the close of each taxable year as to whether a non-U.S. corporation was a PFIC for that year. Once a non-U.S. corporation qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, and subject to certain exceptions, always treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent years.

Based on the projected composition of the Post-Combination Company’s income and assets (including the income and assets of each subsidiary for which the Post-Combination Company owns, directly or indirectly, 25% or more (by value) of its stock or partnership interests following the Merger), the Post-Combination Company does not expect to be classified as a PFIC for its taxable year that includes the date of the Merger or, to the best of its current estimates, for subsequent taxable years. However, the application of the PFIC rules is subject to uncertainty as the composition of the Post-Combination Company’s income and assets (including the income and assets of its applicable subsidiaries following the Merger) may change in the future and, therefore, no assurances can be provided that the Post-Combination Company will not be a PFIC for the taxable year that includes the date of the Merger or in a future year, or that the IRS or a court will agree with the Post-Combination Company’s determination as to its PFIC status.

If, contrary to expectation, the Post-Combination Company were a PFIC for any taxable year during a U.S. Holder’s holding period for Post-Combination Company Securities and such holder does not make a valid QEF Election or Mark-to-Market Election (each as defined below), the U.S. Holder would be subject to special tax rules with respect to (i) any gain realized on a sale or other disposition (including a pledge) of its Post-Combination Company Securities, and (ii) any “excess distributions” it receives on its Post-Combination Company Securities (generally, any distributions in excess of 125% of the average of the annual distributions on Post-Combination Company Securities during the preceding three years or the U.S. Holder’s holding period, whichever is shorter). Generally, under this excess distribution regime:

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the gain or excess distribution will be allocated ratably over the period during which the U.S. Holder held its Post-Combination Company Securities;

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the amount allocated to the current taxable year will be treated as ordinary income; and

•

the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

In addition, if the Post-Combination Company were classified as a PFIC with respect to a U.S. Holder, to the extent any of the Post-Combination Company’s subsidiaries were also PFICs, the U.S. Holder might be deemed to own shares in any such lower-tier PFICs directly or indirectly owned by the Post-Combination

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Company in that proportion which the Value of the Post-Combination Company Securities owned by the holder bears to the value of all of the Post-Combination Company’s outstanding securities, and the holder therefore might be subject to the adverse tax consequences described above with respect to the shares of such lower-tier PFICs deemed owned by the U.S. Holder.

Certain elections may be available to mitigate the adverse tax consequences of PFIC status described above. If a U.S. Holder was to elect to treat its interest in the Post-Combination Company as a “qualified electing fund” ​(the “QEF Election”) for the first year the holder were treated as holding such interest, then in lieu of the tax consequences described above, the holder would be required to include in income each year a portion of the ordinary earnings and net capital gains of the Post-Combination Company, even if not distributed to the holder. A QEF Election must be made by a U.S. Holder on an entity-by-entity basis. However, a U.S. Holder may make a QEF Election with respect to its Post-Combination Company Securities, Post-Combination Company Class C Shares, or shares of any lower-tier PFICs (provided such securities constitute “stock” for U.S. federal income tax purposes) only if the Post-Combination Company furnished certain tax information to such holder annually, and there can be no assurance that such information will be provided.

In lieu of making a QEF Election, a U.S. Holder may make a “Mark-to-Market Election” with respect to its Post-Combination Company Securities. A U.S. Holder may make a Mark-to-Market Election if such shares are treated as “marketable stock.” The Post-Combination Company Securities generally will be treated as marketable stock if they are regularly traded on a national securities exchange that is registered with the SEC, including the NYSE and the Nasdaq Capital Market, or on a qualified non-U.S. exchange or other market (within the meaning of the applicable Treasury regulations). For these purposes, the Post-Combination Company Securities generally will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. There can be no assurance that trading in the Post-Combination Company Securities will be sufficiently regular for the shares to qualify as marketable stock. In general, if a U.S. Holder were to make a timely and effective Mark-to-Market Election, the holder would include as ordinary income each year the excess, if any, of the fair market value of the holder’s Post-Combination Company Securities at the end of the taxable year over its adjusted basis in such Post-Combination Company Securities. Any gain recognized by the U.S. Holder on the sale or other disposition of Post-Combination Company Securities would be ordinary income, and any loss would be an ordinary loss to the extent of the net amount of previously included income as a result of the Mark-to-Market Election and, thereafter, a capital loss. The Mark-to-Market Election is not expected to be available with respect to shares of any lower-tier PFIC.

Subject to certain exceptions, a U.S. person who owns an interest in a PFIC generally is required to file an annual report on IRS Form 8621, and the failure to file such report could result in the imposition of penalties on the U.S. person and the extension of the statute of limitations with respect to federal income tax returns filed by the U.S. person. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the foregoing filing requirements and the advisability of making any available election under the PFIC rules, with respect to their ownership and disposition of Post-Combination Company Securities.

Additional Reporting Requirements

In addition, certain U.S. persons are required to report information relating to interests in “specified foreign financial assets” on IRS Form 8938. A U.S. Holder’s interest in Post-Combination Company Securities may be subject to such reporting, subject to certain exceptions (including an exception for Post-Combination Company Securities held in accounts maintained by certain financial institutions). The failure to report such information could result in the imposition of penalties on the U.S. Holder and the extension of the statute of limitations with respect to U.S. federal income tax returns filed by the U.S. Holder. U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of this reporting requirement on their ownership and disposition of Post-Combination Company Securities.

Non-U.S. Holders

The section applies to you if you are a non-U.S. holder. For purposes of this discussion, a “non-U.S. holder” is a beneficial owner (other than a partnership or an entity or arrangement characterized as a

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partnership for U.S. federal income tax purposes) of Churchill Securities or Post-Combination Company Securities that is not a U.S. Holder, including a nonresident alien individual (other than certain former citizens and residents of the United States), a non-U.S. corporation, or a non-U.S. estate or trust.

This section generally does not apply to an individual who is present in the United States for 183 days or more in a taxable year. A holder that is such an individual should consult its tax advisor regarding the U.S. federal income tax consequences of holding Churchill Securities or Post-Combination Company Securities.

Redemption of Churchill Class A Common Stock

The characterization for U.S. federal income tax purposes of the redemption of a non-U.S. holder’s Churchill Class A Common Stock pursuant to the redemption provisions described in the Churchill Charter, will generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Churchill Class A Common Stock, as described under “— U.S. Holders — Redemption of Churchill Class A Common Stock,” above.

The consequences for a non-U.S. holder of recognizing gain in such a redemption would be the same as the consequences of recognizing gain on a sale or other disposition of Post-Combination Company Securities described below under the heading “— Non-U.S. Holders Generally.”

If the redemption does not qualify as a sale of stock under Section 302 of the Code, the portion of the redemption proceeds characterized as a distribution, which, to the extent of Churchill’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes is expected to be subject to a U.S. federal withholding tax on the gross amount of the dividend at a rate of 30%, unless (i) such dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, or (ii) such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable statute or income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). To the extent that the amount of the distribution exceeds Churchill’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount is expected to be treated first as a non-taxable return of capital to the extent of the non-U.S. holder’s adjusted tax basis in its Churchill Class A Common Stock, and thereafter as gain realized, which is expected to be treated the same as a sale or other disposition of Post-Combination Company Securities described below under the heading “Non-U.S. Holders Generally.”

Dividends paid by Churchill to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (or if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder in the United States) are generally not expected to be subject to U.S. withholding tax, provided such non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectively connected income is expected to be subject to regular U.S. income tax as if the non-U.S. holder were a U.S. resident, unless an applicable statute or income tax treaty provides otherwise. A corporate non-U.S. holder receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

The Merger

The U.S. federal income tax consequences of the Merger to non-U.S. holders generally will correspond to the U.S. federal income tax consequences described under “— U.S. Holders — The Merger,” above, except that Section 367(a) of the Code will not apply to any non-U.S. holder.

Specifically, as the Merger, taken together with other transactions, is expected to qualify under Section 351 of the Code, non-U.S. holders should not recognize any gain or loss on their exchange of Churchill Class A Common Stock for Post-Combination Company Securities (and on account of an exchange of Churchill Warrants for Post-Combination Company Class C Shares to the extent the Post-Combination Company Class C Shares are treated as stock for U.S. federal income tax purposes). The aggregate adjusted tax basis of the Post-Combination Company Securities (and Post-Combination Company

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Class C Shares if such shares are treated as stock) received by a non-U.S. holder in the Merger should be equal to the adjusted tax basis of the Churchill Class A Common Stock (and Churchill Warrants) surrendered in the Merger in exchange therefor. The holding period of the Post-Combination Company Securities (and Post-Combination Company Class C Shares) should include the holding period of the Churchill Class A Common Stock (and Churchill Warrants) surrendered in the Merger in exchange therefor.

To the extent the Post-Combination Company Class C Shares are not treated as stock for U.S. federal income tax purposes, or if the Merger results in a taxable exchange of Churchill securities (i.e., if Section 351 of the Code does not otherwise apply to the Merger), the consequences for a non-U.S. holder of recognizing gain in such a taxable exchange would be the same as the consequences of recognizing gain on a sale or other disposition of Post-Combination Company Securities described below under the heading “— Non-U.S. Holders Generally.”

Non-U.S. Holders Generally

Assuming that the Post-Combination Company is not treated as a U.S. corporation under the rules discussed above under “— U.S. Federal Income Tax Treatment of the Post-Combination Company”, a non-U.S. holder of Post-Combination Company Securities will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends (including constructive dividends) received on Post-Combination Company Securities or any gain recognized on a sale or other disposition of Post-Combination Company Securities (including, any distribution to the extent it exceeds the adjusted tax basis in the non-U.S. holder’s Post-Combination Company Securities) unless such dividend or gain (i) is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and (ii) if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States.

Any such dividends and gains that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable statute or income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a corporate non-U.S. holder, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

The U.S. federal income tax treatment of a non-U.S. holder’s exercise of a Post-Combination Company Warrant, or the lapse of a Post-Combination Company Warrant held by a non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a Post-Combination Company Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences for a non-U.S. holder of recognizing gain in such a taxable exchange would be the same as the consequences of recognizing gain on a sale other disposition of Post-Combination Company Securities described in the preceding paragraphs above regarding a non-U.S. holder’s sale or other disposition of Post-Combination Company Securities.

The U.S. federal income tax treatment of a non-U.S. holder’s conversion of a Post-Combination Company Class C Share to a Post-Combination Company Security or conversion expiration of the holder’s Post-Combination Company Class C Share generally will correspond to the U.S. federal income tax treatment of the conversion or conversion expiration of a Post-Combination Company Class C Share held by a U.S. Holder, as described under “— U.S. Holders — Conversion of a Post-Combination Company Class C Share,” above.

FATCA

Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) impose a 30% withholding tax on payments of U.S.-source dividends (including a redemption of Churchill Class A Common Stock that is treated as a dividend) on the gross proceeds from a redemption treated as a sale, in each case if paid to “foreign financial institutions” ​(which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to

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ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, certain non-U.S. holders generally will be able to obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Non-U.S. holders located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules. Non-U.S. holders should consult their tax advisers regarding the possible implications of FATCA upon the redemption of their Churchill Class A Common Stock.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding. Backup withholding generally will not apply, however, to a U.S. Holder if (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. A Non-U.S. holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder will be allowed as a credit against such holder’s U.S. federal income tax liability and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

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MATERIAL UNITED KINGDOM TAX CONSIDERATIONS

The following is intended as a general guide only to current United Kingdom (“UK”) tax law and His Majesty’s Revenue and Customs (“HMRC”) published practice applying as at the date of this document (both of which are subject to change at any time, possibly with retrospective effect) relating to (i) the UK tax treatment of dividends paid by PubCo in respect of Post-Combination Company Ordinary Shares and Post-Combination Company Class C-1 Shares, (ii) the UK tax treatment of disposals by the holders of Post-Combination Company Ordinary Shares and Post-Combination Company Class C-1 Shares, (iii) the UK inheritance tax treatment of PubCo shares, and (iv) the UK stamp duty and stamp duty reserve tax (“SDRT”) treatment of the issue and transfers of Post-Combination Company Ordinary Shares and Post-Combination Company Class C-1 Shares. It does not constitute legal or tax advice and does not purport to be an analysis of any other UK tax considerations, and in particular does not address any UK tax implications of the issue, exercise, transfer, sale, disposal or cancellation of any warrants, unless expressly stated below.

Unless expressly stated otherwise, the comments set out below only apply to PubCo shareholders who are resident and, in the case of an individual, domiciled for tax purposes in (and only in) the UK, who hold their PubCo shares as an investment and who are the absolute beneficial owners thereof.

This summary does not address all possible aspects of UK taxation that may be relevant in light of the holder’s particular circumstances.

Certain categories of persons, including those falling outside the categories as described above, those carrying on certain financial activities, those subject to specific tax regimes or benefiting from certain reliefs or exemptions, those connected with PubCo, individuals to whom “split year” treatment applies and those for whom the PubCo shares are employment-related securities, may be subject to special rules and may incur liabilities to UK tax on a different basis to that described below. This summary does not apply to such persons and any general statements made in this disclosure do not take them into account.

IT IS RECOMMENDED THAT ALL HOLDERS OF POST-COMBINATION COMPANY ORDINARY SHARES AND POST-COMBINATION COMPANY CLASS C-1 SHARES OBTAIN THEIR OWN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF POST-COMBINATION COMPANY ORDINARY SHARES AND POST-COMBINATION COMPANY CLASS C-1 SHARES IN THEIR OWN SPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS.

For Risk Factors related to UK tax that should be considered in connection with an investment in PubCo’s securities, see page 111 in the Risk Factors section.

Taxation of dividends

Withholding tax

Dividends paid by Post-Combination Company in respect of Post-Combination Company Ordinary Shares and Post-Combination Company Class C-1 Shares will not be subject to any withholding or deduction for or on account of UK income tax.

UK resident individual shareholders

A UK resident individual PubCo shareholder should not be subject to income tax on dividends received from PubCo if the total amount of dividend income received by them in the tax year (including any dividends from PubCo) does not exceed the current dividend allowance of £1,000 (the “Dividend Allowance”). Any dividend income in excess of the Dividend Allowance will be subject to income tax where it exceeds the personal allowance. In determining the income tax rate or rates applicable to such a UK resident PubCo shareholder’s taxable income, dividend income is treated as the highest part of such individual’s income. Dividend income that falls within the Dividend Allowance will count towards the basic or higher rate limits (as applicable) which may affect the rate of tax due on any dividend income in excess of the Dividend Allowance.

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To the extent that a UK resident PubCo shareholder’s dividend income for the tax year exceeds the Dividend Allowance and, when treated as the highest part of such PubCo shareholder’s income, falls above such shareholder’s personal allowance but below the basic rate limit, such PubCo shareholder will be subject to tax on that dividend income at the dividend basic rate of 8.75%. To the extent that such dividend income falls above the basic rate limit but below the higher rate limit, such PubCo shareholder will be subject to tax on that dividend income at the dividend higher rate of 33.75%. To the extent that such dividend income falls above the higher rate limit, such PubCo shareholder will be subject to tax on that dividend income at the dividend additional rate of 39.35%.

UK resident corporate shareholders

A UK resident corporate PubCo shareholder who is within the charge to UK corporation tax, will be subject to corporation tax on the gross amount of dividends received from PubCo unless the dividends fall within an exempt class and certain other conditions are met. Each corporate PubCo shareholder’s position will depend on its own circumstances, although it would normally be expected that dividends paid by PubCo in respect of Post-Combination Company Ordinary Shares would fall within an exempt class. However, it should be noted that the exemptions are not comprehensive and are subject to anti-avoidance rules.

Non-UK resident shareholders

A non-UK resident PubCo shareholder holding their Post-Combination Company Ordinary Shares or Post-Combination Company Class C-1 Shares as an investment and not in connection with any trade, profession or vocation carried on through a branch, agency or permanent establishment in the UK will not be subject to UK tax in respect of any dividends paid by PubCo.

Taxation of disposals

UK resident individual shareholders

A disposal or deemed disposal of PubCo shares by an individual PubCo shareholder who is resident in the UK for tax purposes may, depending on the shareholder’s circumstances and subject to any available exemption or relief (such as the annual exempt amount, being £6,000 for the current tax year), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains.

The applicable tax rates for individual holders of PubCo shares realizing a gain on the disposal of such shares is 10% for basic rate taxpayers and 20% for higher and additional rate taxpayers.

UK resident corporate shareholders

A disposal or deemed disposal of PubCo shares by a corporate shareholder who is resident in the UK for tax purposes may, depending on the shareholder’s circumstances and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains. For corporate holders, any chargeable gain on the disposal of such shares will, generally, be subject to corporation tax at a rate of 25% for the financial year beginning on 1 April 2023.

Inheritance tax

The PubCo shares will be assets situated in the UK for the purposes of UK inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax even if the holder is neither domiciled in the UK nor deemed to be domiciled in the UK under certain rules relating to long residence or previous domicile. For UK inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit.

Special rules apply to close companies and to trustees of settlements who hold PubCo shares which may bring them within the charge to UK inheritance tax.

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PubCo shareholders should consult an appropriate tax advisor if they make, or intend to make, a gift or transfer at less than market value of any PubCo shares or if they intend to hold any PubCo shares via a close company or through trust arrangements.

Stamp Duty and SDRT

The following statements apply to any holders of PubCo shares, irrespective of their residence or domicile.

Stamp duty and/or SDRT is imposed in the UK on certain transfers of chargeable securities (which include securities in companies incorporated in the UK) at a rate of 0.5% of the consideration paid for the transfer (rounded up to the nearest £5 in the case of stamp duty).

Special rules apply where PubCo shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes providing clearance services, such as the Depository Trust Company (‘‘DTC’’). In such circumstances, SDRT and/or stamp duty may be charged at a rate of 1.5% with subsequent transfers wholly within the clearance service, which will take place in book entry form, then being free from SDRT and/or stamp duty provided that no written instrument of transfer is used to effect the transfer and such clearance service has not made an election under Section 97A of the UK Finance Act 1986 when different rates apply. As referred to on page 118 of the Risk Factors section, the UK government has announced that it intends to introduce legislation in the Finance Bill 2023-2024 to remove the 1.5% charge in certain circumstances. In the interim period, the Resolutions shall have statutory effect for any such transfers or issues from 1 January 2024 and so the issuance PubCo Shares into the DTC on or after 1 January should not give rise to the 1.5% charge. In addition, to the extent that the transfer of PubCo shares into the DTC on or after 1 January 2024 is treated as made in the course of an exempt capital-raising arrangement, such transfers should also not trigger the 1.5% charge.

No UK stamp duty or SDRT should be payable on a transfer of Post-Combination Company Ordinary Shares or Post-Combination Company Class C-1 Shares within the systems of DTC provided that no written instrument of transfer is entered into in respect of such transfer and DTC does not make an election under Section 97A of the UK Finance Act 1986.

However, if any Post-Combination Company Ordinary Shares or Post-Combination Company Class C-1 Shares are withdrawn from the facilities of DTC, a charge to stamp duty and/or SDRT will generally arise at 0.5% on a subsequent transfer of such shares or at 1.5% on a subsequent re-transfer of such shares into the facilities of DTC or any other depositary receipt system or clearance service (which has not made an election under Section 97A of the UK Finance Act 1986).

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INFORMATION RELATED TO CHURCHILL

General

Churchill was incorporated on October 9, 2020 for the purpose of effecting an initial business combination with one or more businesses. Churchill sought to do this by utilizing the networks and industry experience of both the Sponsor and the Churchill Board to identify and consummate an initial business combination with one or more businesses within or outside of the United States, although Churchill was not limited to a particular industry or sector. Prior to executing the Merger Agreement, Churchill’s efforts were limited to organizational activities, completion of the Churchill IPO and the evaluation of potential business combination targets.

Initial Public Offering and Simultaneous Private Placement

On February 17, 2021, Churchill consummated the Churchill IPO of 138,000,000 shares of Churchill Class A Common Stock, including 18,000,000 shares under the underwriters’ over-allotment option. The shares of Churchill Class A Common Stock were sold at an offering price of $10.00 per share, generating gross proceeds of $1,380,000,000.

Simultaneously with the consummation of the Churchill IPO, Churchill consummated the private placement of 32,600,000 warrants at a price of $1.00 per Churchill Private Placement Warrant, generating total proceeds of $32,600,000. Churchill incurred $73,525,223 of offering costs in connection with the Churchill IPO, comprised of $725,223 of deal costs, $24,500,000 of underwriters’ discount paid, and $48,300,000 of deferred underwriting commissions. As of the date of this proxy statement/prospectus, BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (collectively, the “Waiving Underwriters”) have waived any claim to deferred underwriting fees payable pursuant to that certain Underwriting Agreement, dated as of February 11, 2021, by and among Churchill and Citigroup Global Markets Inc., as representative of the underwriters (the “Underwriting Agreement”) in connection with certain underwriting services performed in connection with the Churchill IPO, which would result in a total of $48,300,000 in deferred underwriting fees being payable upon the consummation of an initial business combination. As of the date of this proxy statement/prospectus, the Waiving Underwriters have waived any claim to deferred underwriting fees equal to an amount of $30,368,625 (“Waived Amount”) that would otherwise be payable pursuant to the Underwriting Agreement in connection with the Waiving Underwriter’s underwriting services in connection with the Churchill IPO. After taking into account the Waived Amount, the total outstanding deferred underwriting fee payable by Churchill, should it complete an initial business combination, is equal to $17,931,375.

Following the consummation of the Churchill IPO, $1,380,000,000 was deposited into the Trust Account with Continental Stock Transfer & Trust Company acting as trustee. Except as described in the prospectus for the Churchill IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and Churchill’s redemption of 100% of the outstanding Churchill Class A Common Stock upon its failure to consummate an initial business combination within the Completion Window.

Fair Market Value of Target Business

Churchill’s 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. The Churchill Board determined that this test was met in connection with the Business Combination, as described in the section titled “The Business Combination — Satisfaction of the 80% Test.”

Stockholder Approval of an Initial Business Combination

Under the Churchill Charter, in connection with any proposed initial business combination, Churchill must seek stockholder approval of such initial business combination at a meeting called for such purpose at which Churchill Public Stockholders may seek to redeem their Churchill Class A Common Stock for

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cash, regardless of whether they vote “FOR” or “AGAINST” the proposed initial business combination, subject to the limitations described in the prospectus for the Churchill IPO. Accordingly, in connection with the Business Combination, Churchill Public Stockholders may seek to redeem their Churchill Class A Common Stock for cash in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

The Churchill Initial Stockholders have each agreed to vote such Churchill Initial Stockholder’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.

Open Market Purchases

At any time prior to the Stockholder Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Churchill or Churchill Class A Common Stock, the Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates may (although they are under no obligation to do so) purchase shares of Churchill Class A Common Stock from Churchill Public Stockholders in privately negotiated transactions or Open Market Purchases. The Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates will only make Open Market Purchases to the extent the price per Churchill Class A Common Stock so acquired is no higher than the redemption price that would be available in connection with the redemption procedures described in this proxy statement/prospectus. In addition, the Sponsor, Churchill and their respective directors or officers and their affiliates will waive any redemption rights with respect to any shares of Churchill Class A Common Stock purchased in Open Market Purchases and will not vote any shares of Churchill Class A Common Stock purchased in Open Market Purchases in favor of the Business Combination Proposal.

As of the date of this proxy statement/prospectus, no such transactions have occurred nor are they planned to occur. However any such purchase arrangements might include, without limitation, that in the event shares are purchased in privately negotiated transactions from Churchill Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Similarly, the Sponsor, Churchill and their respective directors, officers or advisors or any of their respective affiliates may (although they are under no obligation to do so) enter into arrangements or contractual acknowledgements with Churchill stockholders, including to (i) confirm that such stockholder, although still the record holder of Churchill Class A Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights or (ii) to protect such stockholders against potential loss in value of their shares, including the granting of put options and the transfer to such stockholders shares owned by the Sponsor for nominal value.

The purposes of such purchases and arrangements would be to reduce the number of shares of Churchill Class A Common Stock that may be redeemed in connection with the Stockholder Special Meeting, and increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met, and may, in the case of purchases, include a business decision to increase such purchaser’s ownership at an attractive price.

Redemption of Public Shares and Liquidation if no Initial Business Combination

The Churchill Charter provides that Churchill must complete an initial business combination within the Completion Window. At the special meeting of the Churchill stockholders held on May 11, 2023, Churchill stockholders approved an amendment to Churchill’s amended and restated certificate of incorporation to extend the date by which Churchill has to consummate a business combination from May 17, 2023 to February 17, 2024 (or such earlier date as determined by Churchill’s Board). On January 19, 2024, Churchill filed a definitive proxy statement with the SEC relating to a separate Extension Special Meeting to be called for the purpose of approving the Extension to extend the date by which Churchill must consummate an initial business combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the board of directors) . The purpose of the Extension is to allow Churchill additional time to complete the Business Combination. If the Extension is approved by Churchill stockholders at the Extension Special Meeting, you may redeem all or a portion of your shares of Churchill Class A Common Stock in connection with the Extension. If Churchill stockholders do not approve the Extension, or if

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Churchill does not implement the Extension, it will not redeem any Public Shares submitted for redemption in connection with the Extension Special Meeting. If Churchill is unable to complete an initial business combination within the Completion Window, Churchill will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares Churchill Class A Common Stock, which redemption will completely extinguish Churchill stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of Churchill’s remaining 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. There will be no redemption rights or liquidating distributions with respect to the Churchill Warrants, which will expire worthless if Churchill fails to complete an initial business combination within the Completion Window.

Pursuant to the Sponsor Agreement, the Churchill Initial Stockholders have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Churchill fails to complete an initial business combination within the Completion Window. However, if the Sponsor or any of Churchill’s officers and directors acquires Churchill Class A Common Stock after the Churchill IPO, it will be entitled to liquidating distributions from the Trust Account with respect to such Churchill Class A Common Stock if Churchill fails to complete an initial business combination within the Completion Window.

In connection with the Extension Special Meeting, Churchill intends to seek stockholder approval for the Founder Share Amendment to amend the Churchill Charter to provide for the right of holders of Founder Shares to convert some or all of his, her or its Founder Shares into shares of Churchill Class A Common Stock on a one-to-one basis at any time at the election of the holder. If the Founder Share Amendment is approved, the Sponsor has informed Churchill that it may convert some or all of its Founder Shares into shares of Churchill Class A Common Stock prior to any redemptions in connection with the Extension, subject to any required consent from CorpAcq.

Pursuant to the Sponsor Agreement, the Churchill Initial Stockholders have agreed that they will not propose any amendment to the Churchill Charter to modify the substance or timing of Churchill’s obligation to provide for the redemption of the Churchill Class A Common Stock in connection with an initial business combination or to redeem 100% of the Churchill Class A Common Stock if Churchill does not complete an initial business combination within the Completion Window, unless Churchill provides the Churchill Public Stockholders with the opportunity to redeem their shares of Churchill Class A Common Stock upon approval of any such amendment 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), divided by the number of then Churchill Class A Common Stock. However, Churchill may not redeem the Churchill Class A Common Stock in an amount that would cause Churchill’s net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (so that Churchill does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement related to an initial business combination.

Churchill expects that all costs and expenses associated with implementing Churchill’s plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although Churchill cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing Churchill’s plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes or make other permitted withdrawals, Churchill may request the trustee to release to Churchill an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If Churchill were to expend all of the net proceeds of the Churchill IPO and the sale of the Churchill Private Placement Warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account and any permitted withdrawals or expenses for the dissolution of the Trust Account, the per share redemption amount received by Churchill stockholders

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upon Churchill’s dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of Churchill’s creditors which would have higher priority than the claims of the Churchill Public Stockholders. Churchill cannot assure you that the actual per share redemption amount received by Churchill stockholders will not be substantially less than $10.00 (see “Risk Factors — Risks Related to Churchill and the Business Combination”). Under Section 281(b) of the DGCL, Churchill’s plan of dissolution must provide for all claims against Churchill to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before Churchill makes any distribution of Churchill’s remaining assets to Churchill’s Public Stockholders. While Churchill intends to pay such amounts, if any, Churchill cannot assure you that Churchill will have funds sufficient to pay or provide for all creditors’ claims.

Although Churchill seeks to have all vendors, service providers (other than Churchill’s independent registered auditors), prospective target businesses or other entities with which Churchill does business execute agreements with Churchill waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of Churchill Public Stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against Churchill’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, Churchill’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Churchill than any alternative. Examples of possible instances where Churchill may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Churchill is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Churchill and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Churchill if and to the extent any claims by a third party (other than Churchill’s independent registered public accounting firm) for services rendered or products sold to Churchill, or a prospective target business with which Churchill has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Churchill Class A Common Stock in the aggregate or (2) the actual amount per Churchill Class A Common Stock held in the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the funds held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under Churchill’s indemnity of the underwriters of the Churchill IPO against certain liabilities, including liabilities under the Securities Act. Churchill has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of Churchill and, therefore, the Sponsor may not be able to satisfy those obligations. Churchill has not asked the Sponsor to reserve for such obligations. Therefore, Churchill cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for an initial business combination and redemptions could be reduced to less than $10.00 per Churchill Class A Common Stock. In such event, Churchill may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any redemption of the Churchill Class A Common Stock. None of Churchill’s officers will indemnify Churchill for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below: (1) $10.00 per Churchill Class A Common Stock in the aggregate or (2) the actual amount per Churchill Class A Common Stock held in the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Churchill’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

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While Churchill currently expects that its independent directors would take legal action on Churchill’s behalf against the Sponsor to enforce its indemnification obligations to Churchill, it is possible that Churchill’s independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, Churchill cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.00 per share. See “Risk Factors — Risks Related to Churchill and the Business Combination.”

Churchill will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than Churchill’s independent registered public accounting firm), prospective target businesses or other entities with which Churchill does business execute agreements with Churchill waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under Churchill’s indemnity of the underwriters of the Churchill IPO against certain liabilities, including liabilities under the Securities Act. As of September 30, 2023, Churchill had access to approximately $605.9 million in the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with Churchill’s liquidation, currently estimated to be no more than approximately $100,000). In the event that Churchill liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, Churchill stockholders who received funds from the Trust Account could be liable for claims made by creditors.

Under the DGCL, Churchill stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of Churchill’s Trust Account distributed to the Churchill Public Stockholders upon the redemption of the Churchill Class A Common Stock in the event Churchill does not complete an initial business combination within the Completion Window may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against Churchill, a 90-day period during which Churchill may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to Churchill stockholders, any liability of Churchill stockholders with respect to a liquidating distribution is limited to the lesser of such Churchill stockholder’s pro rata share of the claim or the amount distributed to the Churchill stockholder, and any liability of the Churchill stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of the Trust Account distributed to the Churchill Public Stockholders upon the redemption of the Churchill Class A Common Stock in the event Churchill does not complete an initial business combination within the Completion Window, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If Churchill is unable to complete an initial business combination within the Completion Window, Churchill will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Churchill Class A Common Stock, 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of Churchill’s remaining 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. There will be no redemption rights or liquidating distributions with respect to the Churchill Warrants, which will expire worthless if Churchill fails to complete an initial business combination within such Completion Window. Accordingly, it is Churchill’s intention to redeem the Churchill Class A Common Stock as soon as reasonably possible following the expiration of the Completion Window and, therefore, Churchill does not intend to comply

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with those procedures. As such, the Churchill Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of the Churchill Public Stockholders may extend well beyond the third anniversary of such date.

Because Churchill will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires Churchill to adopt a plan, based on facts known to Churchill at such time that will provide for Churchill’s payment of all existing and pending claims or claims that may be potentially brought against Churchill within the subsequent ten years. However, because Churchill is a blank check company, rather than an operating company, and Churchill’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Churchill’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in Churchill’s underwriting agreement, Churchill seeks to have all vendors, service providers (other than Churchill’s independent registered public accounting firm), prospective target businesses or other entities with which Churchill does business execute agreements with Churchill waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

As a result of this obligation, the claims that could be made against Churchill are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote.

Further, the Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below: (1) $10.00 per Churchill Class A Common Stock; or (2) the actual amount per Churchill Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in value of the trust assets, in each case net of permitted withdrawals and will not be liable as to any claims under Churchill’s indemnity of the underwriters of the Churchill IPO against certain liabilities, including liabilities under the Securities Act.

If Churchill files a bankruptcy petition or an involuntary bankruptcy petition is filed against Churchill that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Churchill’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Churchill’s Public Stockholders. To the extent any bankruptcy claims deplete the Trust Account, Churchill cannot assure you Churchill will be able to return $10.00 per share to the Churchill Public Stockholders. Additionally, if Churchill files a bankruptcy petition or an involuntary bankruptcy petition is filed against Churchill that is not dismissed, any distributions received by Churchill Public Stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by the Churchill Public Stockholders. Furthermore, the Churchill Board may be viewed as having breached its fiduciary duty to Churchill’s creditors and/or may have acted in bad faith, and thereby exposing itself and Churchill to claims of punitive damages, by paying Churchill stockholders from the Trust Account prior to addressing the claims of creditors. Churchill cannot assure you that claims will not be brought against Churchill for these reasons. See “Risk Factors — Risks Related to Churchill and the Business Combination.”

The Churchill Public Stockholders will be entitled to receive funds from the Trust Account only in the event of the redemption of the Churchill Class A Common Stock if Churchill does not complete an initial business combination within the Completion Window, if they redeem their respective shares of Churchill Class A Common Stock for cash in connection with a stockholder vote to amend the Churchill Charter to modify the substance and timing of Churchill’s obligation to redeem 100% of the Churchill Class A Common Stock or if they redeem their respective shares of Churchill Class A Common Stock for cash upon the completion of the initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event Churchill seeks stockholder approval in connection with an initial business combination, a stockholder’s voting in connection with an initial business combination alone will not result in a Churchill stockholder’s redeeming its Churchill Class A Common Stock to Churchill for an applicable pro rata share of the Trust Account. Such Churchill stockholder must have also exercised its redemption rights described above.

Facilities

Churchill currently maintains executive offices at 640 Fifth Avenue, 12th Floor, New York, NY 10019. The cost for this space is included in the $50,000 per month fee that Churchill pays an affiliate of the Sponsor

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for office space, administrative and support services. Churchill considers its current office space adequate for Churchill’s current operations.

Employees

Churchill currently has two officers and does not intend to have any full-time employees prior to the completion of an initial business combination. Members of Churchill’s management team are not obligated to devote any specific number of hours to Churchill’s matters but they intend to devote as much of their time as they deem necessary to Churchill’s affairs until Churchill has completed an initial business combination.

Management, Directors and Executive Officers

Churchill’s current directors and executive officers are as follows:

Name	Age	Title
Michael Klein	60	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin	57	Chief Financial Officer
Andrew Frankle	60	Director
Bonnie Jonas	54	Director
Mark Klein	61	Director
Malcolm S. McDermid	44	Director
Karen G. Mills	70	Director
Stephen Murphy	60	Director
Alan M. Schrager	55	Director

Michael Klein is Churchill’s Chief Executive Officer, President and the Chairman of the Churchill Board. Mr. Klein is also the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of M. Klein Associates, Inc. (“MKA”), Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of MKA and Chairman of the Board of Directors of AltC Acquisition Corp., a blank check company whose sponsor is an affiliate of MKA. Mr. Klein served as a Director of Credit Suisse Group AG and Credit Suisse AG from April 2018 to October 2022. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein served as a member of the board of directors of Clarivate Plc from May 2019 until October 2020. Mr. Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019. Churchill Capital Corp II merged with Skillsoft Corp. in June 2021, and Mr. Klein currently serves on the board of directors of Skillsoft Corp. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc. in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company formed in 2020. Churchill Capital Corp IV merged with Lucid Group, Inc. in July 2021. Mr. Klein is the founder and managing partner of M. Klein and Company LLC (“MKC”), which he founded in 2012. MKC is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in

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Economics with concentrations in finance and accounting. Mr. Klein was selected to serve on the Churchill Board due to his significant investment banking and advisory experience.

Jay Taragin is Churchill’s Chief Financial Officer since December 2020. Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp V since May 2020, Chief Financial Officer of Churchill Capital Corp VI since December 2020, Chief Financial Officer of AltC Acquisition Corp. since February 2021 and Chief Financial Officer of MKA which he joined in May 2019. He was previously the Chief Financial Officer of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. Prior to joining MKA, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

Andrew Frankle is a Director of Churchill and also a Director of Churchill Capital Corp VI. Mr. Frankle is also the Co- Founder and Managing Director of Rhodium Analytics Inc., a business services company providing financial analytics and research to financial institutions, investors and growing companies. In addition, he is the Founder and Managing Director of Eleven Capital Advisors LLC, a strategic advisor to professionally managed family offices, successful entrepreneurs and family-sponsored pools of capital. From 2016 to 2020, Mr. Frankle served as a Managing Director at Credit Suisse, providing investment banking and capital markets coverage for family offices. Previously, he was a Managing Director and Group Head of ICG Business Development at Citigroup Global Markets, Inc., where he focused on expanding financial products and services delivered to institutional clients. Mr. Frankle previously served as a Managing Director in Citigroup’s Media & Entertainment Group. Prior to Citigroup, Mr. Frankle was a Managing Director and the Head of US Media & Communications Investment Banking at Schroder & Co, Inc. Mr. Frankle began his career as a financial analyst and associate in the Corporate Finance Department at Wertheim Schroder & Co Incorporated. Mr. Frankle earned his M.B.A., with honors, from Harvard Business School and received his B.S. in Economics from The Wharton School at the University of Pennsylvania, graduating summa cum laude with the Robert J. Schweich Prize in Security Analysis. Mr. Frankle was selected to serve on the Churchill Board due to his significant financial and leadership experience.

Bonnie Jonas is a Director of Churchill and also a Director of Churchill Capital Corp VI. Ms. Jonas was previously a Director of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. Ms. Jonas also serves on the board of directors for Turo Inc., a peer-to-peer car sharing marketplace. Ms. Jonas is a partner with the law firm Jonas & Moller LLP. She is the cofounder of Pallas Global Group, LLC (“Pallas Global”), a company that provides independent monitoring and consulting services to corporations and organizations. Prior to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”). Ms. Jonas’s most recent position with the SDNY was as Deputy Chief of the Criminal Division, from 2013 to 2016. She also served as the SDNY’s Financial Fraud Coordinator for President Obama’s Financial Fraud Enforcement Task Force and as Co-Chief of the General Crimes Unit. Ms. Jonas was an attorney with the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP and a law clerk for the Honorable Reena Raggi of the U.S. District Court in the Eastern District of New York. Earlier in her career, Ms. Jonas worked as a consultant at Peterson Consulting, where she evaluated settlement amounts in connection with pending asbestos litigation. Ms. Jonas is a graduate of the Wharton School at the University of Pennsylvania and Columbia Law School. Ms. Jonas also serves as a member of the Wharton Board of Advisors and the Board of Advisors of the Program on Corporate Compliance and Enforcement at NYU School of Law. Ms. Jonas was selected to serve on the Churchill Board due to her significant leadership and legal experience.

Mark Klein is a Director of Churchill and also a Director of Churchill Capital Corp V and Churchill Capital Corp VI. He was previously a Director of Churchill Capital Corp II, Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. He has served as Chairman of the Board of Directors of SuRo Capital Corp. (formerly Sutter Rock Capital, Corp.) since December 2020, its President since May 2018, its Chief Executive Officer since August 2017 and a Director

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since 2011. In addition, he served as a consultant to GSV Asset Management, LLC from 2012 to March 2019. Mr. Klein has also served as a Managing Member of MKA, an investment banking firm, since 2010. Additionally, he has been on the Board of Directors of Learneo (formerly Course Hero), an education technology company, since 2020. Mr. Klein has served as an investment adviser at B. Riley Wealth Management (formerly MK Capital Advisors, LLC), a wealth management firm and registered investment adviser and broker-dealer, from April 2012 to June 2019. Mr. Klein was a Director of National Holdings Corporation, an investment banking and asset management firm, from 2011 to 2014, where he served as Chief Executive Officer and Co-Chairman from March 2013 to December 2014. Mr. Klein is the brother of Michael Klein, Churchill’s Chief Executive Officer, President and the Chairman of the Churchill Board. Mr. Klein received a bachelor’s degree, with high distinction, in Business Administration from Emory University and an M.B.A. from the J. L. Kellogg Graduate School of Management at Northwestern University. Mr. Klein was selected to serve on the Churchill Board due to his significant financial and leadership experience.

Malcolm S. McDermid is a Director and also a Director of Churchill Capital Corp VI. He was previously a Director of Churchill Capital Corp, Churchill Capital Corp II, Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. Mr. McDermid is also a Managing Director with Emerson Collective, where he has led Emerson Collective’s venture capital investing efforts since August 2017. He was previously a Partner with Andreessen Horowitz, a venture capital firm based in Menlo Park, California from March 2013 to July 2017. Prior to Andreessen Horowitz, Mr. McDermid was a Director with Stifel Nicolaus, formerly Thomas Weisel Partners, a technology focused investment bank in San Francisco. He began his career at Citigroup as a financial analyst. Mr. McDermid received a Bachelor of Arts degree in Computer Science and Quantitative Economics from Tufts University and a Master of Arts in Law and Diplomacy from the Fletcher School at Tufts University. Mr. McDermid was selected to serve on the Churchill Board due to his significant financial and leadership experience.

Karen G. Mills is a Director and also a Director of Churchill Capital Corp V and Churchill Capital Corp VI. Ms. Mills was previously a Director of Churchill Capital Corp, Churchill Capital Corp II, Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. Ms. Mills currently serves on the board of directors of Skillsoft Corp. and served on the board of Clarivate Plc from May 2019 to January 2021. She is the Vice Chair of the National Bureau of Economic Research (NBER). Ms. Mills is also a member of the Harvard Corporation and a Senior Fellow at Harvard Business School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills was also Vice Chair of the immigration services company Envoy Global from 2014 to 2021 and Chair of the Advisory Committee for the Private Capital Research Institute from 2017 to 2021. Ms. Mills has served as the President of MMP Group since October 1993, which invests in financial services, consumer products and technology-enabled solutions businesses. Ms. Mills holds an A.B. degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School. Ms. Mills was selected to serve on the Churchill Board due to her significant financial and leadership experience.

Stephen Murphy is a Director and also a Director of Churchill Capital Corp VI. Mr. Murphy is also the Co- Founder and Executive Chairman of Authentic Bespoke Limited, a boutique investment group, and serves on the boards of all of its wholly-owned subsidiaries. Mr. Murphy has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries and is actively involved in a number of international businesses at board levels. Mr. Murphy most recently formed a new UK partnership, Merivel Capital Partners LLP, focused on capital advisory and fund raising for growth companies. Mr. Murphy is an angel investor in various technology companies which are pursuing “green” or sustainable solutions. Mr. Murphy serves as a director of various companies related to Qalaa Holdings SAE, which is involved in infrastructure investment in Egypt, including a US$4.7 billion oil refining complex (Orient Investment Properties). Mr. Murphy has also served principally as either a company director or chairman of various luxury goods companies in the UK and Ireland. Mr. Murphy was trained as a financial analyst in New York starting in 1985 and ultimately was made head of Salomon Brothers International’s M&A Group in London. As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation and execution of private and public financings and capital raising. Mr. Murphy

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received an M.A. from University of Dublin Trinity College. Mr. Murphy was selected to serve on the Churchill Board due to his significant financial and leadership experience.

Alan M. Schrager is a Director and also a Director of Churchill Capital Corp V and Churchill Capital Corp VI, and has served on these boards since January 2022. He is Portfolio Manager & Senior Partner at Oak Hill Advisors, L.P. (“OHA”), where he shares portfolio management responsibilities for a number of OHA’s portfolios. Mr. Schrager serves on various OHA committees, including the compliance, investment strategy, valuation and several fund investment committees. Previously, he had senior research responsibility for investments in private credit companies, software, industrials and gaming at OHA and served as a member of the board of directors of OHA Investment Corporation (“OHAI”), a specialty finance company previously managed by OHA, from June 2015 to December 2019, when OHAI merged with Portman Ridge Finance Corporation. Prior to joining OHA in early 2003, Mr. Schrager was a Managing Director of USBancorp Libra, where he was responsible for originating, evaluating and structuring private equity, mezzanine and debt transactions. He also held several positions at Primary Network, a data CLEC, including Chief Financial Officer and Interim Chief Executive Officer. He previously worked in the Leveraged Finance and High Yield Capital Markets group at UBS Securities, LLC. He currently serves on the boards of directors of Expro Group Holdings N.V. since October 2021, OHA Senior Private Lending Fund (U) LLC since November 2022, T. Rowe Price OHA Select Private Credit Fund since October 2022 and New Heights Youth, Inc. since April 2016. Mr. Schrager earned an M.B.A. from the Wharton School of the University of Pennsylvania and a B.A. from the University of Michigan. Mr. Schrager was selected to serve on the Churchill Board due to his significant financial and leadership experience.

Director Independence

The rules of the NYSE require that a majority of the Churchill Board be independent within one year of the Churchill IPO. Following the listing of Churchill securities on the Nasdaq Global Market, the rules of Nasdaq will require that a majority of the Churchill Board be independent. The Churchill Board has determined that each of Andrew Frankle, Bonnie Jonas, Malcolm S. McDermid, Karen G. Mills, Stephen Murphy and Alan M. Schrager is an independent director under applicable SEC, NYSE and the Nasdaq Global Market rules.

Number and Terms of Office of Officers and Directors

The Churchill Board consists of eight members. Holders of the Founder Shares have the right to elect all of Churchill’s directors prior to consummation of an initial business combination and holders of the Churchill Class A Common Stock do not have the right to vote on the election of directors during such time; provided, however, that with respect to the election of directors in connection with a meeting of the Churchill stockholders in which an initial business combination is submitted to the Churchill stockholders for approval, holders of the Churchill Class A Common Stock and holders of the Churchill Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors. These provisions of the Churchill Charter may only be amended if approved by a majority of the Churchill Class B Common Stock then outstanding. The Churchill Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to the first annual meeting of Churchill stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Malcolm S. McDermid and Karen G. Mills, will expire at the first annual meeting of Churchill stockholders. The term of office of the second class of directors, consisting of Mark Klein, Stephen Murphy and Alan M. Schrager, will expire at the second annual meeting of Churchill stockholders. The term of office of the third class of directors, consisting of Andrew Frankle, Bonnie Jonas and Michael Klein, will expire at the third annual meeting of Churchill stockholders. Churchill may not hold an annual meeting of Churchill stockholders until after the consummation of an initial business combination. Subject to any other special rights applicable to the Churchill stockholders, any vacancies on the Churchill Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of the Churchill Board that includes any directors representing the Sponsor then on the Churchill Board, or by a majority of the holders of the Founder Shares.

Committees of the Board of Directors

The Churchill Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both Churchill’s audit committee and Churchill’s

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compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of NYSE, the Nasdaq Global Market and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE and the Nasdaq Global Market require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by the Churchill Board and has the composition and responsibilities described below. The charter of each committee is available on Churchill’s website.

Audit Committee

The members of Churchill’s audit committee are Andrew Frankle, Stephen Murphy and Alan M. Schrager, and Andrew Frankle serves as chairman of the audit committee. Each member of the audit committee is financially literate and the Churchill Board has determined that Andrew Frankle qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. Churchill has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

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assisting board oversight of (1) the integrity of financial statements, (2) compliance with legal and regulatory requirements, (3) independent auditor’s qualifications and independence, and (4) the performance of the internal audit function and independent auditors;

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the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by Churchill;

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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by Churchill, and establishing pre-approval policies and procedures;

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reviewing and discussing with the independent auditors all relationships the auditors have with Churchill in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent auditors;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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meeting to review and discuss Churchill’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing Churchill’s specific disclosures under Churchill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to Churchill entering into such transaction; and

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reviewing with management, the independent auditors, and Churchill’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding Churchill’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The audit committee is governed by a charter that complies with the rules of the NYSE and the Nasdaq Global Market.

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Compensation Committee

The members of Churchill’s Compensation Committee are Andrew Frankle and Stephen Murphy, and Andrew Frankle serves as chairman of the compensation committee.

Churchill has adopted a compensation committee charter (“Committee Charter”), which details the purpose and responsibility of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Chief Executive Officer based on such evaluation;

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reviewing and making recommendations to the Churchill Board with respect to (or approving, if such authority is so delegated by the Churchill Board) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of Churchill’s other officers;

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reviewing executive compensation policies and plans;

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implementing and administering incentive compensation equity-based remuneration plans;

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assisting management in complying with proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for Churchill’s officers and employees;

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producing a report on executive compensation to be included in Churchill’s annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Committee Charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. The Committee Charter complies with the rules of the NYSE and the Nasdaq Global Market.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE, the Nasdaq Global Market and the SEC.

Nominating and Corporate Governance Committee

The members of Churchill’s nominating and corporate governance committee are Andrew Frankle and Stephen Murphy, and Stephen Murphy serves as chair of the nominating and corporate governance committee.

Churchill adopted a nominating and corporate governance committee charter (“Corporate Governance Charter”), which details the purpose and responsibilities of the nominating and corporate governance committee, including:

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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Churchill Board, and recommending to the Churchill Board candidates for nomination for election at the annual meeting of Churchill stockholders or to fill vacancies on the Churchill Board;

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developing and recommending to the Churchill Board and overseeing implementation of Churchill’s corporate governance guidelines;

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coordinating and overseeing the annual self-evaluation of the Churchill Board, its committees, individual directors and management in the governance of the company; and

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reviewing on a regular basis Churchill’s overall corporate governance and recommending improvements as and when necessary.

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The Corporate Governance Charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. The Corporate Governance Charter complies with the rules of the NYSE and the Nasdaq Global Market.

Churchill has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Churchill Board considers educational background, diversity of professional experience, knowledge of Churchill’s business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of Churchill’s stockholders. Prior to an initial business combination, holders of the Churchill Class A Common Stock will not have the right to recommend director candidates for nomination to the Churchill Board.

Compensation Committee Interlocks and Insider Participation

None of Churchill’s officers currently serves, and in the past year has not served, as a member of the Churchill Board or compensation committee of any entity that has one or more officers serving on the Churchill Board.

Code of Ethics

Churchill has adopted a Code of Ethics applicable to its directors, officers and employees.

You are able to review these documents on Churchill’s website at https://vii.churchillcapitalcorp.com/. Churchill intends to disclose any amendments to or waivers of certain provisions of Churchill’s Code of Ethics on such website promptly following the date of such amendment or waiver.

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against Churchill, and Churchill has not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

Periodic Reporting and Financial Information

Churchill’s units, Churchill Class A Common Stock and Churchill Warrants are registered under the Exchange Act and Churchill has reporting obligations, including the requirement that Churchill files annual, quarterly and current reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In accordance with the requirements of the Exchange Act, Churchill’s annual reports contain financial statements audited and reported on by Churchill’s independent registered public accounting firm.

Churchill will provide its stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to U.S. GAAP or International Financial Reporting Standards (‘‘IFRS’’) as issued by the International Accounting Standards Board (“IASB”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses Churchill may acquire because some targets may be unable to provide such financial statements in time for Churchill to disclose such financial statements in accordance with federal proxy rules and complete an initial business combination within the Completion Window. Churchill cannot assure you that any particular target business identified by Churchill as a potential business combination candidate will have financial statements prepared in accordance with U.S. GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, Churchill may not be able to acquire

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the proposed target business. While this may limit the pool of potential business combination candidates, Churchill does not believe that this limitation will be material.

As of December 31, 2022, Churchill is no longer an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012. As such, Churchill will no longer be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Churchill’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Churchill’s securities less attractive as a result, there may be a less active trading market for Churchill’s securities and the prices of Churchill’s securities may be more volatile.

As a large accelerated filer as of December 31, 2022, the Sarbanes-Oxley Act requires that management conduct an evaluation and provide an assessment of Churchill’s internal control over financial reporting (“ICFR”), and that Churchill’s ICFR be audited by an independent registered public accounting firm. Compliance with these requirements of the Sarbanes-Oxley Act may be particularly burdensome in connection with Churchill’s identification of a target company for an initial business combination because a target business with which Churchill seeks to complete an initial business combination may find it difficult to comply with the provisions of the Sarbanes-Oxley Act regarding the assessment of and attestation as to their ICFR. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination or may make it more difficult to reach agreement with such a target.

Churchill’s officers are appointed by the Churchill Board and serve at the discretion of the Churchill Board, rather than for specific terms of office. The Churchill Board is authorized to appoint persons to the offices set forth in Churchill’s bylaws as it deems appropriate. The bylaws provide that Churchill’s officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the Churchill Board.

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CHURCHILL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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 intends to effectuate an initial business combination using cash from the proceeds of the Churchill IPO and the sale of the Churchill Private Placement Warrants, capital stock, debt or a combination of cash, stock and debt.

Churchill expects to continue to incur significant costs in the pursuit of its acquisition plans. Churchill cannot assure you that Churchill’s plans to complete an initial business combination will be successful.

Results of Operations

Churchill has neither engaged in any operations nor generated any revenues to date. Churchill’s only activities through September 30, 2023 were organizational activities, those necessary to prepare for the Churchill IPO, described below, and identifying a target for its business combination. Churchill does not expect to generate any operating revenues until after the completion of its business combination. Churchill generates non-operating income in the form of interest income on marketable securities held in the Trust Account. Churchill incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, Churchill had net loss of $9,999,449, which consisted of change in fair value of warrant liabilities of $10,234,000, provision for income taxes of $4,129,929 and operating costs of $3,404,783, partially offset by interest earned on marketable securities held in the Trust Account of $7,769,263.

For the three months ended September 30, 2022, Churchill had net income of $17,292,376, which consisted of a change in fair value of warrant liabilities of $12,642,000, an unrealized gain on marketable securities held in the Trust Account of $156,620 and interest earned on marketable securities held in the Trust Account of $6,498,615, partially offset by provision for income taxes of $1,493,896 and operating costs of $510,963.

For the nine months ended September 30, 2023, Churchill had net income of $547,385, which consisted of interest earned on marketable securities held in the trust account of $32,215,266, partially offset by change in fair value of warrant liabilities of $15,652,000, provision for income taxes of $10,140,865 and operating costs of $5,875,016.

For the nine months ended September 30, 2022, Churchill had net income of $57,167,952, which consisted of a change in fair value of warrant liabilities of $52,098,000 and interest earned on marketable securities held in the Trust Account of $8,788,508, partially offset by operating costs of $1,781,168, provision for income taxes of $1,786,068 and an unrealized loss on marketable securities held in the Trust Account of $151,320.

For the three months ended June 30, 2023, Churchill had net income of $6,211,341, which consisted of interest earned on marketable securities held in the Trust Account of $11,855,977, offset by provision for income taxes of $3,087,466, change in fair value of warrant liabilities of $1,204,000 and operating costs of $1,353,170.

For the six months ended June 30, 2023, Churchill had net income of $10,546,834, which consisted of interest earned on marketable securities held in the Trust Account of $24,446,003, offset by provision for income taxes of $6,010,936, change in fair value of warrant liabilities of $5,418,000 and operating costs of $2,470,233.

For the three months ended June 30, 2022, Churchill had net income of $15,795,253, which consisted of a change in fair value of warrant liabilities of $15,050,000 and interest earned on marketable securities

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held in the Trust Account of $1,941,301, offset by operating costs of $555,701, provision for income taxes of $292,172 and an unrealized loss on marketable securities held in the Trust Account of $348,175.

For the six months ended June 30, 2022, Churchill had net income of $39,875,576, which consisted of a change in fair value of warrant liabilities of $39,456,000 and interest earned on marketable securities held in the Trust Account of $2,289,893, offset by operating costs of $1,270,205, provision for income taxes of $292,172 and an unrealized loss on marketable securities held in the Trust Account of $307,940.

For the period from October 9, 2020 (inception) through December 31, 2020, Churchill had net loss of $1,000, which consisted of formation and operating costs. For the year ended December 31, 2021. Churchill had a net loss of $4,328,128, which consisted of operating costs of $2,375,036, transactions costs related to warrant liabilities of $1,396,743, change in fair value of warrant liabilities of $878,000 and a provision for income taxes of $24,241, offset by interest earned on marketable securities held in the Trust Account of $324,382 and an unrealized gain on marketable securities held in the Trust Account of $21,510.

For the year ended December 31, 2022, Churchill had net income of $71,050,619, which consists of a change in fair value of warrant liabilities of $57,516,000, and interest earned on marketable securities held in the trust account of $20,048,815, partially offset by provision for income taxes of $4,168,793, an unrealized loss on marketable securities held in the Trust Account of $28,229, and operating costs of $2,317,174.

Liquidity, Capital Resources and Going Concern

On February 17, 2021, Churchill consummated the Churchill IPO of 138,000,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $1,380,000,000. Simultaneously with the closing of the Churchill IPO, Churchill consummated the sale of 32,600,000 Churchill Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $32,600,000.

Following the Churchill IPO, the exercise of the over-allotment option and the sale of the Churchill Private Placement Warrants, a total of $1,380,000,000 was placed in the Trust Account. Churchill incurred $73,525,233 in transaction costs, including $24,500,000 of underwriting fees, net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting fees and $725,223 of other costs. As of the date of this proxy statement/prospectus, the Waiving Underwriters have waived any claim to deferred underwriting fees equal to an amount of $30,368,625 (“Waived Amount”) that would otherwise be payable pursuant to the Underwriting Agreement in connection with the Waiving Underwriter’s underwriting services in connection with the Churchill IPO. After taking into account the Waived Amount, the total outstanding deferred underwriting fee payable by Churchill, should it complete an initial business combination, is equal to $17,931,375.

As of September 30, 2023, Churchill had cash held in the Trust Account of $605,878,613. Interest income on the balance in the Trust Account may be used by Churchill to pay taxes and to pay working capital expenses subject to an annual limit of $1,000,000 (to the extent available). During the nine months ended September 30, 2023 and the year ended December 31, 2022, Churchill withdrew $13,043,086 and $379,000, respectively, from the Trust Account to pay franchise taxes and income taxes, $1,000,000 during both periods for working capital purposes and $816,281,045 and $0, respectively, in connection with redemptions.

For the nine months ended September 30, 2023, cash used in operating activities was $16,226,489. Net income of $547,385 was affected by a change in fair value of warrant liabilities of $15,652,000, interest earned on marketable securities held in the Trust Account of $32,215,266, and deferred tax provision of $836,312. Changes in operating assets and liabilities used $625,704 of cash for operating activities.

For the nine months ended September 30, 2022, cash used in operating activities was $945,988. Net income of $57,167,952 was affected by a change in fair value of warrant liabilities of $52,098,000, interest earned on marketable securities held in the Trust Account of $8,788,508, and unrealized loss on marketable securities held in the Trust Account of $151,320. Changes in operating assets and liabilities provided $2,621,248 of cash for operating activities.

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As of June 30, 2023, Churchill had cash held in the Trust Account of $599,064,139. Interest income on the balance in the Trust Account may be used by us to pay taxes and to pay working capital expenses subject to an annual limit of $1,000,000 (to the extent available). During the three and six months ended June 30, 2023, Churchill withdrew $9,088,297 from the Trust Account to pay franchise taxes and income taxes, $1,000,000 for working capital purposes and $816,281,045 in connection with redemptions.

For the six months ended June 30, 2023, cash used in operating activities was $10,845,552. Net income of $10,546,834 was affected by a change in fair value of warrant liabilities of $5,418,000, interest earned on marketable securities held in the Trust Account of $24,446,003, and deferred tax provision of $836,312. Changes in operating assets and liabilities used $1,528,071 of cash for operating activities.

For the six months ended June 30, 2022, cash used in operating activities was $551,190. Net income of $39,875,576 was affected by a change in fair value of warrant liabilities of $39,456,000, interest earned on marketable securities held in the Trust Account of $2,289,893, and unrealized loss on marketable securities held in the Trust Account of $307,940. Changes in operating assets and liabilities provided $1,011,187 of cash for operating activities.

As of December 31, 2022, Churchill had cash and marketable securities held in the Trust Account of $1,398,987,478 (including $20,366,478 of interest income offset by permitted withdrawals of $1,379,000 and an unrealized loss on marketable securities of $28,229) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by Churchill to pay taxes. Through December 31, 2022, Churchill withdrew $1,379,000 for working capital purposes and to pay income tax obligations.

For the year ended December 31, 2022, cash used in operating activities was $1,298,774. The net income of $71,050,619 was affected by the change in the value of the warrant liabilities of $57,516,000, interest earned on marketable securities held in the Trust Account of $20,048,815, unrealized gain on marketable securities held in the Trust Account of $28,229 and deferred tax provision of $836,312. Changes in operating assets and liabilities provided $4,350,881 of cash for operating activities.

For the year ended December 31, 2021, cash used in operating activities was $3,244,615. Net loss of $4,328,128 was affected by the change in the value of the warrant liabilities of $878,000, the portion of the offering costs allocable to the warrant liabilities of $1,396,743, interest earned on marketable securities held in the Trust Account of $324,382 and an unrealized gain on marketable securities held in the Trust Account of $21,510. Changes in operating assets and liabilities used $845,338 of cash for operating activities. For the year ended December 31, 2021, Churchill withdrew $0 for working capital and taxes.

For the period from October 9, 2020 (inception) through December 31, 2020, cash used in operating activities was $0. Net loss of $1,000 was offset by the changes in operating assets and liabilities.

In February 2023, Churchill instructed the trustee with respect to the Trust Account to redeem the marketable securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash. As a result, Churchill will continue to receive interest on the funds held in the Trust Account. Churchill intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete Churchill’s business combination. To the extent that Churchill’s capital stock or debt is used, in whole or in part, as consideration to complete Churchill’s business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue Churchill’s growth strategies.

As of September 30, 2023, June 30, 2023 and December 31, 2022, Churchill had cash of $2,051,985, $3,478,133 and $4,235,388, respectively. Churchill intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in

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the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of an initial business combination or liquidation. As a result, Churchill will receive interest on the funds held in the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Churchill Initial Stockholders or their affiliates may, but are not obligated to, loan Churchill funds as may be required. If Churchill completes an initial business combination, Churchill would repay such loaned amounts. In the event that an initial business combination does not close, Churchill may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Churchill Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

Additionally, to fund working capital Churchill has permitted withdrawals available up to an annual limit of $1,000,000. Churchill may withdraw additional funds to pay income tax and franchise tax obligations. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Churchill IPO. As of September 30, 2023 and June 30, 2023, Churchill had made a full withdrawal for 2023 from the Trust Account of $1,000,000 for working capital purposes.

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of Churchill in the amount of $1,000,000 following the approval and implementation of the proposal voted upon by Churchill stockholders to extend the period of time in which Churchill must complete an initial business combination. Such contributions are made pursuant to a non-interest bearing, unsecured promissory note (the “Extension Promissory Note”) issued by Churchill to the Sponsor. The Extension Promissory Note provides up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of an initial business combination, (ii) February 15, 2024 and (iii) if an initial business combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of the Churchill Board. The Extension Promissory Note will mature on the earlier of (1) the date Churchill consummates an initial business combination and (2) the date that the winding up of Churchill is effective. In each of July 2023, August 2023 and September 2023, Churchill borrowed $1,000,000 in connection with the Extension Promissory Note and deposited $1,000,000 into the Trust Account in connection with the extension amendment entered into on May 16, 2023. As of September 30, 2023, the Extension Promissory Note had a balance of $5,000,000 with $4,000,000 available for withdrawal. As of June 30, 2023, the Extension Promissory Note had a balance of $2,000,000 with $7,000,000 available for withdrawal.

Churchill may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. Churchill’s officers, directors and Sponsor may, but are not obligated to, loan Churchill funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet Churchill’s working capital needs. Accordingly, Churchill may not be able to obtain additional financing. If Churchill is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. Churchill cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about Churchill’s ability to continue as a going concern through one year from the date of the unaudited condensed financial statements for the nine months ended September 30, 2023 if an initial business combination is not consummated. The unaudited condensed financial statements for the nine months ended September 30, 2023 do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should Churchill be unable to continue as a going concern.

In connection with Churchill’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern, Churchill has until February 17, 2024 or August 17, 2024 if the Extension is approved by Churchill stockholders and implemented (or such earlier date as determined by the board of directors to consummate an initial business combination). It is uncertain that Churchill will be able to consummate an initial business combination by February 17, 2024. If an initial business combination is not consummated by this date and an extension (including the Extension) not obtained by the Sponsor, there will be a mandatory liquidation and

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subsequent dissolution of Churchill. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about Churchill’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should Churchill be required to liquidate after the Completion Window or such earlier date as determined by the board of directors. Churchill intends to complete an initial business combination within the Completion Window.

Off-Balance Sheet Arrangements

Churchill has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023, June 30, 2023 and December 31, 2022, respectively. Churchill does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. Churchill has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.

Contractual Obligations

Churchill agreed, commencing on February 11, 2021 through the earlier of Churchill’s consummation of an initial business combination and its liquidation, to pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services.

Under the Underwriting Agreement, the underwriters are entitled to a deferred fee of $0.35 per unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that Churchill does not complete an initial business combination, subject to the terms of the Underwriting Agreement. As of the date of this proxy statement/prospectus, the Waived Amount is equal to $30,368,625 that would otherwise be payable pursuant to the Underwriting Agreement in connection with the Waiving Underwriter’s underwriting services in connection with the Churchill IPO. After taking into account the Waived Amount, the total outstanding deferred underwriting fee payable by Churchill, should it complete an initial business combination, is equal to $17,931,375.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Churchill has identified the following critical accounting policies:

Churchill Class A Common Stock Subject to Possible Redemption

Churchill accounts for Churchill Class A Common Stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Churchill Class A Common Stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Churchill’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Churchill Class A Common Stock features certain redemption rights that are considered to be outside of Churchill’s control and subject to occurrence of uncertain future events. Accordingly, Churchill Class A Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of Churchill’s condensed balance sheets.

Warrant Liabilities

Churchill accounts for the Churchill Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Churchill Warrants do not meet the criteria for equity treatment

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and must be recorded as liabilities. Accordingly, Churchill classifies the Churchill Warrants as liabilities at their fair value and adjusts the Churchill Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in Churchill’s statements of operations. The Churchill Public Warrants and Churchill Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Churchill Public Warrants from the Churchill Public Units, the Churchill Public Warrant quoted market price was used as the fair value as of each relevant date.

Net Income Per Share of Churchill Common Stock

Churchill complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income per share of common stock is computed by dividing net income by the weighted average number of shares of Churchill Class A Common Stock outstanding during the period. Remeasurement associated with the redeemable shares of Churchill Class A Common Stock is excluded from net income per share of common stock as the redemption value approximates fair value.

Recent Accounting Standards

Churchill’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on Churchill’s condensed financial statements.

Risks and Uncertainties

On November 20, 2023, Churchill received a demand letter from a putative stockholder alleging that the registration statement filed by CorpAcq Group Plc on Form F-4 with the United States Securities and Exchange Commission on November 17, 2023 contains misleading statements and/or omissions in violation of the federal securities laws and/or state fiduciary duty law. The stockholder demands that Churchill and CorpAcq disclose additional information and purports to reserve the right to file a complaint. The amount of loss exposure, if any, cannot be reasonably estimated at this time.

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INFORMATION RELATED TO CORPACQ

Summary

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 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.

The CorpAcq portfolio consists of 42 subsidiaries across industrial and commercial end-markets. CorpAcq has a track record of unlocking business potential and long-term growth, through its decentralized operational approach. CorpAcq’s senior management seeks to develop close relationships with their subsidiaries’ management to support them with financial and strategic expertise, while allowing them to retain independence to continue to operate their business successfully.

CorpAcq’s approach to maintaining autonomy within its businesses and commitment to a long-term ownership horizon has enabled CorpAcq to purchase quality businesses at attractive valuations and generate strong returns on investment. CorpAcq’s management seeks to professionalize each business it acquires and offers a range of support functions, including Finance, Human Resources, Health and Safety and Group Purchasing, with the aim of driving long-term operational improvements and growth. CorpAcq’s acquisition strategy, supplemented by its current portfolio of mature and stable subsidiaries, creates an opportunity for investors to own a differentiated platform with a compelling combination of potential for earnings and cash flow growth, as well as strong risk-adjusted returns.

Recent Developments

Recent M&A Activity

Since January 1, 2023, CorpAcq has completed 5 acquisitions:

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On March 17, 2023 Qualitech Environment Services Limited (“Qualitech”), a subsidiary in which CorpAcq owns a 50.01% stake, acquired 100% of the issued share capital of Envirocleanse Limited (“Envirocleanse”), a water tank cleaning service provider for residential, commercial, and industrial customers. Envirocleanse was founded in 1998 and is headquartered in Sheffield, UK.

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On June 13, 2023, Hardroad Limited, a wholly-owned subsidiary of CorpAcq, acquired 100% of the issued share capital of Hamilton & Brydie Limited (“H&B”), a supplier of drydash aggregates, renders and garden aggregates, servicing the housebuilding, landscape and general construction industry across Scotland. H&B was founded in 1963 and is headquartered in Alloa, UK.

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On June 16, 2023, CorpAcq completed the acquisition of CA Lynton HoldCo Limited (“Lynton”), which specializes in the design, manufacture, refurbishment, and maintenance of all types of trailers, heavy goods vehicles (“HGVs”), motorized vehicles, and demountable units. Lynton was founded in 1986 and is headquartered in Glossop, UK.

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On July 28, 2023, CorpAcq completed the acquisition of Heritage Somerfield Holdings Limited (“Heritage”), a fabricator of PVC, composite doors and aluminum windows and doors. Heritage was founded in 1989 and is headquartered in Bolton, UK.

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On September 5, 2023, CorpAcq completed the acquisition of Carlisle Refrigeration (Holdings) Limited (“Carlisle”), a commercial and industrial refrigeration sales and service business. Carlisle was founded in 1973 and is headquartered in Carlisle, UK.

Merger Agreement

On August 1, 2023, CorpAcq entered into the Merger Agreement with, amongst others, PubCo, Merger Sub, Churchill and the Sellers. On September 19, 2023, BermudaCo became a party to the Merger

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Agreement. On December 26, 2023, Churchill, the CorpAcq Parties and the Sellers amended the Merger Agreement in connection with the Extension.

Pursuant to the Merger Agreement, immediately prior to the Closing, 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, such that, following any required Drag Along Sale to procure the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders which are not being transferred by the Sellers, CorpAcq becomes a wholly-owned subsidiary of PubCo. At the Closing, Merger Sub will merge with and into Churchill, 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, and pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a wholly owned subsidiary of PubCo.

PubCo has applied 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) on the Nasdaq Capital Market under the symbols “CPGRA” and “CPGRB” respectively (or “CPGRW” if the Post-Combination Company Warrants are listed).

For more information on the Merger Agreement, see the section entitled “The Merger Agreement.”

CorpAcq’s Business

CorpAcq operates a compounder business model and, since inception in 2006, it has built a portfolio of 42 industrial and consumer SMEs by successfully executing acquisitions throughout the UK.

After initial equity raises upon formation, CorpAcq began acquiring businesses in 2006, with three of the current subsidiaries acquired between 2006 and 2010. In 2010, CorpAcq received additional funding from another equity raise, which supported the acquisition of two additional current subsidiaries between 2010 and 2012. In 2013, CorpAcq entered into the Alcentra Facility with Alcentra Limited and received over the course of several rounds a total of £200 million in proceeds. These proceeds supported an additional 29 acquisitions between 2013 and 2021. In connection with the March 2022 Reorganization, CorpAcq issued 102 million preference shares for £1 each and £3.2 million of Ordinary Shares. In 2023, CorpAcq issued a further £31 million worth of £1 preference shares. The additional funding from the Reorganization and 2023 preference share issuance supported the acquisition of an additional eight subsidiaries to date.

CorpAcq has a track record of delivering organic and M&A-driven growth. In 2022, CorpAcq generated £633 million of revenue and Adjusted EBITDA of £108 million. Strong, consistent, organic growth, demonstrated by Adjusted EBITDA organic growth, which is a non-GAAP measure, calculated as the aggregate growth of Adjusted EBITDA of subsidiaries that have been in the portfolio and consolidated for at least one year, represented 5.6% in 2022. CorpAcq has also acquired 23 subsidiaries since 2018, significantly scaling the business and delivering growth in total revenue and Adjusted EBITDA. From 2018 through 2022, on a UK GAAP basis, total revenue and Adjusted EBITDA increased at a compound annual growth rate in the mid-teens.

The subsidiaries acquired by CorpAcq are generally asset-rich businesses with operational track records of performance across different business and economic cycles. CorpAcq’s subsidiaries are well- established and have an average age of more than 30 years. CorpAcq’s business model is built upon a long-term holding period and an emphasis on retaining and empowering founders and existing management teams within its subsidiaries post-acquisition. CorpAcq aims to preserve the target management’s entrepreneurial spirit, while offering support and professionalization to each subsidiary’s back office operations to strengthen operational performance.

Reportable Segments

On an operating basis, CorpAcq considers each of its subsidiaries as individual businesses, operating independently and contributing to CorpAcq’s overall results. Accordingly, each subsidiary is managed as a standalone operating segment for the purposes of assessing performance. When an existing subsidiary directly acquires a business, the acquired business may not be considered a separate operating segment if the CODM does not regularly review revenue and adjusted EBITDA of the acquired business on a standalone

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basis. CorpAcq therefore considers its 42 subsidiaries 41 operating segments. For financial reporting purposes, consistent with the core principle of segment reporting, CorpAcq has aggregated its 41 operating segments into four reportable segments based on similarities including economic characteristics, nature of products and services, production processes, and customers.

CorpAcq’s four reportable segments include the following:

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Consumer Products: The consumer products segment focuses on business-to-consumer retailing of consumer products, including apparel.

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Industrial Products: The industrial products segment focuses on the manufacturing of industrial products and on the business to business (“B2B”) supply of industrial products.

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Industrial Services: The industrial services segment services B2B customers and focuses on providing labor resources for industrial projects and the lease and maintenance of industrial equipment.

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Other: The other segment is comprised of subsidiaries that focus on providing forensic services, recruiting services and other human capital services to B2B customers.

None of CorpAcq’s subsidiaries are considered to be material on an individual basis. However, CorpAcq has identified the top 10 subsidiaries by total Adjusted EBITDA and certain additional larger subsidiaries across the four reportable segments. Cotton Traders, of which CorpAcq owns 58.78%, is currently the only subsidiary that comprises more than 10% of the Company’s revenues or total Adjusted EBITDA. Cotton Traders is also the only subsidiary within CorpAcq’s Consumer Products segment. The table below presents additional information for certain of CorpAcq’s subsidiaries, all of which are either wholly-or majority-owned, across CorpAcq’s four reportable segments.

Segment	Company Name	Founded	Acquired	Business Description	Nature of Product/Services	Key Customer Sectors
Consumer Products	*Cotton Traders	1987	2018	Clothing retail	Cotton Traders is predominantly a UK direct and online clothing retailer with a small selection of physical stores.	General Public
Industrial Products	*FMG	2000	2016	Total engineering solutions to a wide range of industries	FMG is a total engineering solution from development to production of customer parts. It manufactures components for diverse customers using various different machining sources including computer numerical control (CNC) machines, grinders, laser cutting, welding, anodising and painting.	Healthcare, manufacturing, and transportation companies
Industrial Products	Border Aggregates	1975	2019	Wholesale bulk and specialist aggregate supplier	Border Aggregates is a wholesale bulk and specialist aggregate supplier. It distributes its products through various company depots in the UK.	Construction/building product and decorative aggregate businesses, — mainly larger nationwide builder merchants
Industrial Products	Cwmtillery Glass	2000	2022	Manufacture of double-glazed sealed units	Cwmtillery Glass manufactures and supplies glass products. Its products are processed into bespoke sealed double glazed units, which are distributed to window and door manufacturers.	Repair, maintenance and improvement (RMI) construction companies, residential homebuilders, and commercial homebuilders
Industrial Services	*Carrylift	1988	2010	Sale of new and used forklift trucks	Carrylift distributes equipment from third parties to end customers. It typically maintains ownership and leases the equipment to end customers along with providing related maintenance.	Logistics, manufacturing, machine hire companies

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Segment	Company Name	Founded	Acquired	Business Description	Nature of Product/Services	Key Customer Sectors
Industrial Services	*Hessle	1971	2011	Plant hire and access solutions	Hessle distributes equipment from third-parties to end customers and typically maintains ownership and leases the equipment to end customers and provides related maintenance.	Manufacturing, construction, machinery hire, chemicals, and mining and quarrying companies
Industrial Services	*Gray	1992	2015	Sale and hire of new and used material handling equipment	Gray distributes equipment from third-parties to end customers and typically maintains ownership and leases the equipment to end customers and provides related maintenance.	Engineering, logistics, and material handling businesses linked to the oil and gas industry
Industrial Services	*DGP	1968	2016	Forklift sales and hire specialists	DGP distributes equipment from third parties to end customers. It typically maintains ownership and leases the equipment to end customers along with providing related maintenance.	Timber, manufacturing, logistics, food and beverage, and construction companies
Industrial Services	*Campbell Plant Hire	1970	2016	Independent plant equipment and tool hire	Campbell Plant Hire distributes equipment from third parties to end customers. It typically maintains ownership and leases the equipment to end customers along with providing related maintenance.	Civil engineering, construction, and housebuilding companies as well as Public Entities like the Local Council
Industrial Services	*WPI	1994	2018	Civil engineering	WPI provides labor and other services for ground-working and surfacing on new build housing projects.	Predominantly large homebuilders in the private and social housing sectors
Industrial Services	*Qualitech	2011	2019	Industrial waste management services	Qualitech provides labor and other services for industrial projects including the recycling and disposal of both non-hazardous and hazardous waste and industrial cleaning.	Generally larger blue chip chemical and industrial companies
Industrial Services	*Plant Hire UK	2005	2019	Plant hire, sales and support	Plant Hire UK distributes equipment from third parties to end customers. It typically maintains ownership and leases the equipment to end customers along with providing related maintenance.	Predominantly large homebuilders in the private and social housing sectors
Other	Strategic Resources	1987	2015	Recruitment, placement and payroll services	Strategic Resources provides payroll and recruitment services.	Larger oil and gas companies
Other	KF Services	2018	2018	Forensic science solutions	KF services provides forensic testing services.	UK police forces

*

Indicates a subsidiary within the top 10 subsidiaries of CorpAcq in terms of Adjusted EBITDA during the 12 months ended December 31, 2022.

Performance Update for the Six Months ended June 30, 2023

The following table sets forth a summary of CorpAcq’s key metrics for the six months ended June 30, 2023, and June 30, 2022, and for the year ended December 31, 2022.

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​	Year ended December 31, 2022			Six months ended June 30,						Change
(in thousands, unless noted otherwise)				2023			2022
Revenue	​	£	633,222	​	£	341,555	​	£	305,754	​	+11.8%
Adjusted EBITDA	​	£	108,370	​	£	60,570	​	£	52,888	​	+14.5%
Adjusted EBITDA margin	​	​	17.1%	​	​	17.7%	​	​	17.3%	​	+0.4%
Adjusted EBITDA organic growth	​	​	5.6%	​	​	10.7%	​	​	—	​	—

CorpAcq has continued to deliver strong growth for the six months ended June 30, 2023. CorpAcq’s performance was supported by the robust organic growth of its subsidiaries, driven by CorpAcq’s continued focus on profitability and strength in operational management, and supplemented by ongoing execution of its disciplined acquisition strategy.

During the six months ended June 30, 2023, CorpAcq acquired three new businesses. Two additional acquisitions were completed after the June 30, 2023 reporting period. Going forward, these five acquisitions are expected to contribute to the strength in portfolio performance over the second half of 2023.

Since June 30, 2023, CorpAcq has maintained its year on year growth trajectory, and its financial performance remains in line with management’s expectations.

CorpAcq’s Competitive Strengths

CorpAcq believes that the following strengths are central to its business model and competitive position:

Diversified portfolio of stable and mature UK-based subsidiaries operating in resilient and attractive end-markets

CorpAcq’s diverse portfolio of 42 independent subsidiaries and each of their respective, stable and resilient, end-market exposures have established operational track records across different business and economic cycles.

The average age of the subsidiaries is more than 30 years and CorpAcq employs a sector-agnostic mentality focused on B2B industries, seeking to align its portfolio with positive industry trends in the UK, which are expected to continue to provide resilience and attractive growth rates.

CorpAcq’s subsidiaries serve diversified and large end-markets, including residential, non-residential, manufacturing, transportation, chemicals and consumer goods as well as the broader industrials landscape. During the fiscal year 2022 and the six months ended June 30, 2023, none of CorpAcq’s subsidiaries accounted for more than approximately 15% of CorpAcq’s Adjusted EBITDA. In addition, CorpAcq’s top 10 subsidiaries by Adjusted EBITDA in aggregate accounted for less than two thirds of total Adjusted EBITDA. As a result, CorpAcq’s portfolio is less exposed to concentration risk.

History of growth, and strong cash flow generation

CorpAcq’s buy-and-hold strategy has supported a track record of consistent growth, both organically and via acquisitions, while maintaining strong margins and delivering solid cash flow generation with the potential for capital returns going forward.

CorpAcq’s subsidiaries operate in stable, resilient end-markets, contributing to long-term organic growth. CorpAcq delivered Adjusted EBITDA organic growth of 5.6% in 2022 and Adjusted EBITDA margins of 17.8% and 17.1% in 2021 and 2022, respectively, and Adjusted EBITDA margins of 17.3% and 17.7% for the six months ended June 30, 2022 and 2023, respectively.

CorpAcq has a proven acquisition track record, having acquired 23 companies since 2018, including 5 since December 31, 2022. This has translated into revenue and Adjusted EBITDA growth for CorpAcq, culminating in 2022 revenues of £633 million and Adjusted EBITDA of £108 million.

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Capex is monitored by CorpAcq and material growth investments are assessed to determine whether they position the relevant subsidiaries for strong growth and improve their respective competitive positions, further underpinning strong cash flow conversion.

“Preferred buyer” status compared to alternative bidders, driven by CorpAcq’s management-empowered value proposition and other key differentiators

CorpAcq’s approach to acquisitions is to act as a key enabler for continued growth by providing a differentiated value proposition in the market. The acquired subsidiaries’ operational decisions are kept at the subsidiary level to help preserve the entrepreneurial spirit and sense of ownership, which CorpAcq believes is an integral part of the post-acquisition success of each subsidiary. Additionally, CorpAcq works to ensure there is strong alignment with founders and their respective subsidiary, through the following key transaction parameters that differentiate CorpAcq from trade, private equity and other alternative bidders: (i) long-term holding period, (ii) low and prudent amount of leverage, maintaining financial flexibility, and (iii) autonomy on business decisions, especially as they relate to operations and relationships with employees and customers. The selling founders have the opportunity to monetize their holdings, with consideration usually structured as cash and deferred consideration, while preserving their legacy and continuing to operate their businesses.

Additionally, the acquired subsidiaries are able to benefit from CorpAcq’s infrastructure and dedicated resources, including CorpAcq’s commercial experience, portfolio knowledge and collaborative approach. Specific examples include new customer and end-markets introductions, cross-selling initiatives, growth capital expenditure plans, and management build-out and succession planning and implementation.

CorpAcq’s decentralized approach allows for efficient decision making at the subsidiary level and enables CorpAcq to build deep relationships of trust with founders. As such, CorpAcq believes it has established itself as a “preferred buyer” in the market, as has been demonstrated over the last 17 years as an acquirer and holder of 42 independent subsidiaries. CorpAcq believes the value and success of its strategy is evidenced by the fact that as of September 30, 2023, more than 95% of its subsidiaries had at least one member of the original underlying management team still in place in some capacity across CorpAcq’s portfolio post-acquisition and approximately 80% of owner managers retained at the time of acquisition were still actively engaged in some capacity in the business.

CorpAcq’s platform provides a high level of support for its subsidiaries and is a significant differentiator for CorpAcq as an acquirer. CorpAcq has established a strong reputation in the UK market, which allows CorpAcq to successfully acquire founder-led subsidiaries at attractive multiples. This model has enabled CorpAcq to grow its portfolio to 42 subsidiaries, which have benefited from CorpAcq’s ability to professionalize their operations, provide strategic support and leverage CorpAcq’s extensive network. When selecting CorpAcq as an acquirer, CorpAcq is well positioned based on the quality of its platform, the benefits of its decentralized model, and the operational advantages of having CorpAcq as an acquirer. CorpAcq believes these factors contribute to its “preferred buyer” position in the market.

Disciplined acquisition strategy

CorpAcq believes that its business model and success have been predicated on its disciplined and refined acquisition strategy. Although CorpAcq intends to remain sector agnostic, CorpAcq follows a robust target selection process with stringent financial return thresholds.

CorpAcq targets profitable and stable asset-rich target businesses with long operating histories, which have demonstrated their ability to perform through numerous market cycles. CorpAcq also looks to identify and retain management teams who are committed to the next phase of growth. Other qualitative factors CorpAcq assesses are the strength of the broader management team, barriers to entry and the overall competitive position of target businesses.

In the last decade, CorpAcq has acquired 36 subsidiaries across a variety of end-markets and size, including 8 subsidiaries acquired in 2018. CorpAcq has built and trained a dedicated team of professionals, supplemented by a network of local brokers, that source and perform diligence on target opportunities, which has historically allowed CorpAcq to generate a consistent cadence of high-quality and attractive acquisitions.

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This methodical approach to M&A has resulted in highly attractive portfolio attributes, including 17.1% Adjusted EBITDA margin and 15.4% return on invested capital (“ROIC”) for fiscal year 2022, 17.7% Adjusted EBITDA margin for the six months ended June 30, 2023, and 15.8% ROIC for the twelve months ended June 30, 2023.

Extensive proprietary acquisition pipeline

CorpAcq estimates that there are over 90,000 opportunities in the UK that fit its strategy of acquiring diversified, asset-rich companies with strong cash generation. CorpAcq believes that it is well-positioned to successfully execute on its acquisition strategy due to CorpAcq’s established reputation and “preferred buyer” status, which provides access to off-market targets, either via referrals or other proprietary sourcing channels.

Although CorpAcq also uses professional services firms to identify transactions, the majority of its businesses come from proprietary internal sourcing channels and exclusive introductions. CorpAcq has already executed five transactions as of September 30, 2023, and CorpAcq is currently evaluating a further 32 pipeline opportunities, which collectively represent in excess of £150 million of EBITDA.

CorpAcq’s market reputation and attractive value proposition is expected to continue to play a key role in driving and growing its pipeline of opportunities, while CorpAcq continues to remain highly selective in assessing the subsidiaries it acquires to deliver strong shareholder returns.

Experienced management team with the support in place to continue CorpAcq’s growth trajectory

Led by its Founder and Chairman Simon Orange, CorpAcq has a highly qualified and long-tenured management team with deep experience in M&A, corporate finance, and business operations that has a demonstrated track record of success. CorpAcq’s Chief Executive Officer, David Martin, has been with CorpAcq for over 15 years and CorpAcq’s Chief Financial Officer, Nicholas Cattell, and CorpAcq’s Chief Operating Officer, Stephen Scott, have both been with CorpAcq for over 10 years. Additionally, CorpAcq’s Head of Acquisitions, Stuart Kissen, has been with CorpAcq since 2019, and has enhanced the breadth of experience of the senior management team. The leadership team has been instrumental in driving CorpAcq’s growth strategy and brings together the necessary commercial knowledge, extensive networks and operational expertise to seek to execute successful acquisitions and achieve value creation in the future.

CorpAcq’s Business Strategy

The key components of CorpAcq’s business strategy are to expand its portfolio and drive value creation.

Disciplined and established M&A strategy

CorpAcq seeks to employ a disciplined, low-risk strategy to acquire mature, stable and profitable founder-led SMEs with established operating track records. The subsidiaries that CorpAcq acquires have an average operating history of more than 30 years. CorpAcq has a stringent selection process to diligence potential targets, including assessment of senior management teams, sector trends and financial metrics. CorpAcq aims to acquire at least a combined £25 million EBITDA per annum, targeting businesses with EBITDA in the range of £1 million to £25 million, and average EBITDA margins of at least 15%.

Acquisition structures that lower risks and drive strong returns

CorpAcq seeks to achieve consistently attractive returns on its deployed capital partially through its acquisition structures. A key component of CorpAcq’s current acquisition parameters is the threshold to achieve a 20% cash returns target, which depends on its disciplined valuation approach and considered deal structures. As a result, transaction valuations and the cash generation ability of each target are assessed at an early stage as part of the diligence process. CorpAcq targets an attractive funding mix, which typically includes approximately 50% of cash from CorpAcq, approximately 25% of debt at the subsidiary level and approximately 25% deferred consideration. CorpAcq expects its cash returns metrics for each acquisition to increase over time, through a combination of strong organic EBITDA growth and tapering of the

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deferred consideration payments, which typically have a 4- or 5-year horizon for pay-out. Additionally, the Business Combination would offer the possibility to partially fund some of the acquisition price with Post-Combination Company Ordinary Shares, thereby significantly increasing the potential cash return of such acquisitions.

Strong dividend capacity driven by improved capital structure and cash flow generation

CorpAcq generated £633 million of revenue and Adjusted EBITDA of £108 million for the year ended December 31, 2022 and £342 million of revenue and Adjusted EBITDA of £61 million for the six months ended June 30, 2023. Combined with its consistent track record of growth, CorpAcq aims to provide regular dividend capacity, which is expected to grow with the portfolio. Furthermore, CorpAcq expects to obtain additional flexibility as it establishes a more attractive capital structure following completion of the Business Combination, and consequently it anticipates a reduction in its interest expense, which is intended to support future acquisition funding alongside a sustained dividend policy.

The Post-Combination Company expects to pay a dividend from its first year following the Business Combination and over the longer term, target a policy of at least a 50% payout ratio of free cash flow, defined as cash flow from operations less net capital expenditure. Cash flows through CorpAcq from its 42 subsidiaries, in each of which CorpAcq owns a controlling position. CorpAcq implements cash upstream through a combination of interest on and principal repayment of subordinated loans provided by CorpAcq to its subsidiaries, management fees for CorpAcq’s support of its subsidiaries, and dividends distributed by its subsidiaries. While the Post-Combination Company Board will decide whether to distribute a dividend to shareholders, the Post-Combination Company’s ability to pay out these proposed dividends is supported by CorpAcq’s historical performance and will be supported by the Post-Combination Company’s expected future performance.

For example, for the fiscal year ended December 31, 2021, CorpAcq generated free cash flow of £8.4 million, based on net cash flow from operating activities of £38.5 million less net capital expenditures of £30.1 million, which was comprised of (i) payments for non-rental property, plant and equipment of £(12.3) million, (ii) proceeds from sale of non-rental property, plant and equipment of £6.2 million, and recognition of lease right-of-use asset in exchange for lease liabilities of £23.9 million.

For the fiscal year ended December 31, 2022, CorpAcq generated free cash flow of £0.4 million, based on net cash flow from operating activities of £31.8 million less net capital expenditures of £31.4 million, which was comprised of (i) payments for non-rental property, plant and equipment of £(12.9) million, (ii) proceeds from sale of non-rental property, plant and equipment of £8.5 million, and recognition of lease right-of-use asset in exchange for lease liabilities of £27.0 million. Notably, in fiscal year 2022, net cash flow was negatively impacted by interest expenses related to the CorpAcq Preferred Shares, which had a balance of £102.0 million and incurs an interest rate of 15%.

With respect to its future performance, CorpAcq expects to benefit from a reduction in interest expense under the 2024 Facilities and the CorpAcq Preferred Redemption to increase free cash flow on a pro forma basis for the Post-Closing Company. Furthermore, as part of its ordinary course business CorpAcq pursues acquisitions with a 20% cash returns target, which CorpAcq expects will provide incremental cash flow to the Post-Combination Company that may be used to pay dividends to shareholders. CorpAcq believes that it is well-positioned to successfully execute on its acquisition strategy due to CorpAcq’s established reputation and “preferred buyer” status, which provides access to off-market targets, either via referrals or other proprietary sourcing channels. Additional information relating to CorpAcq’s historical performance and expected future performance can be found in the CorpAcq Financial Statements accompanying this proxy statement/prospectus.

CorpAcq’s management believes that targeting a policy of paying dividends from 50% of the amount of free cash flow will allow the Post Combination Company to continue CorpAcq’s growth trajectory, while providing a compelling total return story to investors. However, any determination of the Post-Combination Company to pay dividends, make loans, or otherwise provide or distribute funds to shareholders will be dependent on then-existing conditions, including the then-current dividend policy, Post-Combination Company’s financial condition, earnings, legal requirements, including limitations under English law, restrictions in contractual agreements that limit our ability to pay dividends to shareholders,

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and other factors that Post-Combination Company Board deems relevant. For example, pursuant to section 830 of the Companies Act 2006, before a company can lawfully make a distribution (including a dividend), it must ensure that it has sufficient distributable reserves that are justified by reference to relevant accounts. Moreover, pursuant to the 2024 Facilities, CorpAcq is restricted in making certain distributions. Dividend payments on preference shares are permitted and dividend payments on ordinary shares are permitted if certain criteria are met, including certain leverage requirements outlined in the 2024 Facilities. For more information on the material covenants in the 2024 Facilities see the section “— Acquisition Financings — Refinancing and 2024 Facilities” below. As such, any decision by the Post-Combination Company or its subsidiaries to make a distribution to their respective shareholders will be subject to the Post-Combination Company or its subsidiaries complying with then-existing statutory, regulatory, and contractual limitations to proceed with their respective distributions.

Retention of founders and management teams bolsters “preferred buyer” status

CorpAcq retains founders and management teams to maintain the entrepreneurial approach of the SMEs CorpAcq acquires. CorpAcq seeks to align its interests with those of the founder-sellers and allows them to continue to execute their successful business strategies post-acquisition within the support framework CorpAcq introduces. CorpAcq believes the value and success of its strategy is evidenced by the fact that as of September 30, 2023, more than 95% of its subsidiaries had at least one member of the original underlying management team still in place in some capacity across CorpAcq’s portfolio post-acquisition and approximately 80% of owner managers retained at the time of acquisition were still actively engaged in some capacity in the business.

Forming deep relationships with management and allowing independent businesses to execute their own strategy has driven CorpAcq’s “preferred buyer” status among SMEs, which in turn has enabled CorpAcq to identify and purchase assets for attractive multiples.

Driving organic growth across the CorpAcq portfolio

CorpAcq’s portfolio management strategy is focused on driving organic growth across its subsidiaries. CorpAcq facilitates cross-selling opportunities and both new customer and end-market introductions, driving revenue synergies across its different subsidiaries. CorpAcq also acts in a consulting capacity for its subsidiaries and helps guide their strategy, working alongside founders to help drive growth plans in line with their visions. Utilizing its deep commercial experience, portfolio knowledge, and CorpAcq best practices, CorpAcq seeks to achieve next-level growth and has established a strong track record of delivering organic top-line growth, profitability, and cash flow generation. This has been demonstrated by Adjusted EBITDA organic growth of 5.6% in 2022 and 10.7% during the first half of 2023.

Leveraging scale and CorpAcq best practices to professionalize its portfolio

CorpAcq seeks to deploy best practices across its portfolio, leveraging CorpAcq’s scale to professionalize its subsidiaries. CorpAcq has developed and continues to refine consistent reporting frameworks to ensure effective corporate governance. By providing back-office support to its subsidiaries, CorpAcq seeks to optimize operational capabilities across its portfolio.

Maintaining a diversified portfolio to mitigate risk

Anchored by stable, mature UK SMEs across multiple large industries, CorpAcq’s portfolio of 42 businesses creates diversification and helps contribute to overall portfolio resilience through economic cycles. The end markets CorpAcq serves are also large and diversified, further contributing to overall portfolio risk mitigation. CorpAcq intends to maintain its acquisition strategy and long-term investment horizon further expanding the diversification of the portfolio through the acquisition of subsidiaries.

Accelerating the next phase of growth

With the additional capital that could be available from public markets following the Business Combination, CorpAcq intends to accelerate the next phase of its growth. CorpAcq’s current focus remains in its core UK market, scaling CorpAcq’s compounder model via the continuation of its disciplined

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acquisition approach. Following the Business Combination, CorpAcq will have the flexibility to fund a portion of the acquisition consideration with the Post-Combination Company Ordinary Shares, enabling it to potentially target transactions of larger sizes, consequently accessing a larger pipeline of opportunities, while maintaining its disciplined approach to acquisitions. Over the longer term, CorpAcq believes that it has the opportunity to expand its model into complementary international markets such as the United States.

CorpAcq’s Operations

Organizational Overview

CorpAcq’s operations are organized across three departments: (i) operations, (ii) deal generation and acquisitions, and (iii) finance. CorpAcq’s verticals operate collectively, and due to its consolidated infrastructure, CorpAcq is able to provide the necessary support for its subsidiaries, while continuing to execute on CorpAcq’s successful acquisition strategy.

CorpAcq’s operations are led by Stephen Scott, CorpAcq’s Chief Operating Officer (“COO”) who manages a team of dedicated investment directors. The COO and investment directors provide support to CorpAcq’s subsidiaries across various matters, including strategic guidance, back-office administration, property and leasing, health and safety, and purchasing. CorpAcq drives growth initiatives across the subsidiaries, such as new customer and end-market introductions, supplier discount negotiations, cross-selling opportunities and growth capex plans, among others. The operations team also provides targeted support, as required, to CorpAcq’s various subsidiaries, utilizing CorpAcq’s deep commercial experience, portfolio knowledge, and best practices to seek to achieve growth.

CorpAcq’s Head of Acquisitions, Stuart Kissen, oversees the deal generation and acquisitions function. This team is responsible for all facets of the CorpAcq acquisition process, including the strategy, sourcing, negotiating, structuring and closing of a transaction. Although CorpAcq uses professional services firms to identify transactions, the majority of its acquisitions come from proprietary internal sourcing channels and exclusive introductions. CorpAcq’s access to off-market targets is driven by its established reputation and “preferred buyer” status.

CorpAcq’s finance function is led by the Chief Financial Officer (“CFO”), Nicholas Cattell, who has overall responsibility for both the financial and management reporting requirements of CorpAcq along with the management of key financial relationships. The CFO and his team of accountants provide support to CorpAcq’s subsidiaries across all areas of accounting and finance including reporting, audit, regulatory compliance, financial covenant compliance, financial risk management, corporate finance, budgeting and financial forecasting.

Simplified Organizational Structure

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Professionalization Approach

Upon acquisition, CorpAcq implements a three-pronged strategy to align the operations of its subsidiaries with CorpAcq’s standards and to promote effective governance. CorpAcq allows the subsidiaries to operate independently while working together to realize the benefits of the CorpAcq platform and methodical operations approach.

CorpAcq begins the process by integrating the subsidiary’s finance department into CorpAcq to ensure CorpAcq has a uniform and clear view of the subsidiary’s finances. CorpAcq gains immediate access to an acquired subsidiary’s bank accounts and introduces the necessary CorpAcq reporting requirements. Establishing a consistent framework allows CorpAcq to align on goals and improvement areas with CorpAcq’s subsidiaries, while maintaining oversight and providing a clear understanding of the financial and accounting developments.

The second step is for CorpAcq to assign an investor-director to manage the relationship with the acquired business, with each investor-director managing and coordinating with multiple subsidiaries. The investor-directors report regularly to CorpAcq executives and ultimately to the CEO. Investor-directors are assigned to new acquisitions based on various factors, but primarily based on the potential chemistry between the target executive team and the investor-director. CorpAcq’s CEO and COO remain very involved with each of the subsidiaries after acquisition, with either one or both regularly attending the board meetings and monthly meetings for all 42 subsidiaries. In their specific roles, investor-directors take seats on the boards of subsidiaries and attend monthly meetings with the acquired business and act as the main point of contact between CorpAcq and the subsidiary.

CorpAcq believes this approach allows CorpAcq to obtain a good balance between providing oversight and support while allowing the business to operate autonomously and drive its operational decisions independently. In certain instances, the CorpAcq team may also help establish a board of directors for the subsidiary and other administrative functions. CorpAcq believes such initiatives empower the management teams as they are given increasing responsibilities in establishing the strategic direction of the acquired business. CorpAcq also works closely with the founders and senior management to develop succession plans, ensuring that businesses operate smoothly through any management transition and limiting “key man” risk.

Finally, CorpAcq focuses on professionalizing its subsidiaries through growth initiatives and optimization strategies. These initiatives range from administrative and health and safety support, to group purchasing power across the portfolio and new end-markets and company introductions within its portfolio. CorpAcq believes this supportive approach allows its subsidiaries to focus on the business operations, supplemented by the CorpAcq platform. CorpAcq is able to build and sustain relationships with founders and management teams and preserve their independent business models, while sharing best practices and CorpAcq’s extensive commercial experience. This management-empowered proposition has proven to be attractive to founder-led SMEs and is evidenced by the fact that as of September 30, 2023, more than 95% of its subsidiaries had at least one member of the original underlying management team still in place in some capacity across CorpAcq’s portfolio post-acquisition and approximately 80% of owner managers retained at the time of acquisition were still actively engaged in some capacity in the business.

Acquisition Financings

Each acquisition is structured on an individual basis to suit the underlying business and vendor transaction requirements; however, our typical framework for acquisition financing combines three sources: approximately 50% is funded by cash from CorpAcq, approximately 25% by debt at the subsidiary level, typically in the form of asset based lending, and approximately 25% in the form of deferred consideration typically paid over a 4-5 year period and supported by the future cashflows from the acquired business.

On an ongoing basis each individual subsidiary primarily manages its own liquidity and typically funds its operations, including working capital needs, capital investments in manufacturing or rental plant and equipment, interest payments on debt, and lease payments, through cash generated from operations, and in certain cases, short- or long-term debt financing. CorpAcq expects each individual subsidiary to continue

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to fund its own operations in the future. At the CorpAcq level, other than initial equity raises upon formation, CorpAcq has historically financed its operations primarily through a combination of short- and long-term debt financing.

The majority of CorpAcq’s £421.5 million of debt as of June 30, 2023 is held at the CorpAcq level. CorpAcq-level debt is primarily comprised of a Facility Agreement with Alcentra Limited, which has been amended several times (as amended, the “Alcentra Facility”), as discussed further below, and liability-classified preference shares issued as part of the Reorganization, which as of June 30, 2023, CorpAcq recorded a balance of £106.4 million.

Alcentra Facility

On August 23, 2013, CorpAcq Limited entered into the £200 million Alcentra Facility, CorpAcq used the funds made available under the Alcentra Facility to finance its operations, including acquiring subsidiaries to add to its portfolio. The Alcentra Facility bore interest at a rate between 7% and 8% per annum, with £120 million due on June 15, 2024, and £80 million due on April 4, 2024. The Alcentra Facility was secured by way of a fixed and floating charge over the specific assets within CorpAcq. As of June 30, 2023, the balance due under the Alcentra Facility was £197.1 million. On January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS Facility”) and multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes”, together with the UBS Facility, the “2024 Facilities”), as discussed further below.

There were two material financial covenants contained in the Alcentra Facility, both of which were measured as of the last day of each calendar quarter, the leverage covenant and the liquidity covenant:

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Leverage covenant:   The leverage covenant was calculated as a ratio of Covenant Net Debt to Covenant Adjusted EBITDA for each 12-month period ending on the last day of each calendar quarter. The ratio of Covenant Net Debt to Covenant Adjusted EBITDA was required to be below a certain ratio, where the ratio decreased each fiscal quarter, ranging from 5.11:1 on December 31, 2021 to 3.60:1 on March 31, 2025. Covenant Net Debt was governed by the Alcentra Facility, and was defined as the aggregate amount of borrowings, but (1) excluding any such obligations to any subsidiaries, (2) including the capitalized value of finance leases, and (3) deducting the aggregate amount of cash and cash equivalents held by any wholly owned subsidiary. Under the Alcentra Facility, Covenant EBITDA was defined as consolidated operating profit before taxes before deducting interest and similar fees, (2) taking into account any exceptional items, (3) deducting any acquisition costs, (4) taking into account any unrealized gains or losses on financial instruments or revaluation of other assets, and (5) taking into account pension items and after (1) adding back any amount attributable to the amortization, depreciation or impairment of assets and (2) excluding the charge to profit represented by the expensing of stock options. The calculation of Covenant Adjusted EBITDA was governed by the Facility Agreement, which differs from the Adjusted EBITDA measure discussed in the section “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Information”. Under the Facility Agreement, Covenant Adjusted EBITDA was equal to Covenant EBITDA, as defined above, adjusted by any cost synergies, restructuring and cost savings that CorpAcq reasonably expects to achieve.

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Liquidity covenant:   The liquidity covenant assessed cash and cash equivalents within CorpAcq. The minimum liquidity covenant required CorpAcq to have a minimum of £10.0 million of readily available cash and cash equivalents, which were defined as liquid assets having a maturity of up to one year, of which a minimum of £5.0 million must be legally and beneficially held by CorpAcq Limited only.

CorpAcq has been in compliance with both the leverage covenant and the liquidity covenant since December 2021.

Refinancing and 2024 Facilities

On January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS Facility”) and multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes”, together with the UBS Facility, the

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“2024 Facilities”) for up to £300.0 million. Proceeds from the 2024 Facilities are being used to refinance CorpAcq’s previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and remaining available proceeds are expected to be used to support future acquisitions. The UBS Facility is split into Facility A, Facility B, and Facility C (each, as defined in the 2024 Facilities) of £50.0 million each. The Crestline Notes are split into Series A Notes, Series B Notes, and Series C Notes (each, as defined in the 2024 Facilities) of £50.0 million each. For more information on the 2024 Facilities, see the section “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

The 2024 Facilities are also subject to three financial covenants measured at the end of each calendar quarter as follows:

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Loan-to-value covenant:   The loan-to-value (LTV) covenant is calculated as a ratio of (a) the aggregate amount of the loans and notes outstanding under the 2024 Facilities less the cash balance pledged as security in blocked accounts to (b) the collateral value. This ratio shall not exceed 30%. Collateral value is specifically defined in the 2024 Facilities as the sum of CorpAcq’s interest in the Covenant Equity Value of all Eligible Operating Companies, after deducting the aggregate amount of any Eligible Operating Company debt not already taken into account in calculating the Eligible Operating Company’s Covenant Equity Value (excluding any intra-group loans). An Eligible Operating Company is defined in the 2024 Facilities as an operating Company that meets certain criteria, including meeting leverage and interest cover covenants similar to those described below that apply at the consolidated level. In addition, Eligible Operating Companies must be more than 50% owned by CorpAcq, meet certain requirements related to incorporation, jurisdictions, and industries, and cannot be in default of any debt or insolvent. Covenant Equity Value is defined in the 2024 Facilities as 1) Covenant Operating Company EBITDA multiplied by either 10 if the Business Combination is completed or 9 otherwise; less 2) Covenant Net Debt at the operating company level, which is defined below. Covenant Operating Company EBITDA is defined as the operating company’s profit (1) before taxation, (2) before deducting any management fees payable to CorpAcq, (3) not including any interest owed to the operating company (4) after adding back any amount attributable to the amortization or depreciation or impairment of assets of the operating company, (5) before taking into account any exceptional items (defined as any material items of an unusual or non-recurring nature which represent gains or losses), unrealized gains or losses on any financial instrument, any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2022 and any pension items and (6) excluding the charge to profit represented by the expensing of stock options.

•

Leverage covenant:   The leverage covenant is calculated as a ratio of Covenant Net Debt to Covenant Adjusted EBITDA. The ratio of Covenant Net Debt to Covenant Adjusted EBITDA shall not exceed 3.50:1. Covenant Net Debt is governed by the 2024 Facilities, and is defined as the aggregate amount of borrowings, including, in the case of finance leases only, their capitalized value, excluding any obligations under CorpAcq’s intra-group loans, portfolio company loans and subordinated loans and deducting the aggregate amount of cash and equivalent investments. Covenant EBTIDA is defined as the consolidated operating profit (1) before taxation, (2) excluding the results of discontinued operations, (3) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalized by any portfolio company, (4) not including any accrued interest owed to any portfolio company, (5) after adding back any amount attributable to the amortization or depreciation or impairment of assets of portfolio companies, (6) before taking into account any exceptional items (defined as any material items of an unusual or non-recurring nature which represent gains or losses), unrealized gains or losses on any financial instrument, any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2022 and any pension items and (7) excluding the charge to profit represented by the expensing of stock options. Covenant Adjusted EBITDA is Covenant EBITDA adjusted by (1) including operating profit before interest, tax, depreciation and amortization of a portfolio company (or attributable to a business or assets) for the part of the period prior to its becoming a portfolio company or prior to the acquisition of the business or assets and (2) excluding the operating profit before interest, tax, depreciation and

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amortization attributable to any portfolio company (or to any business or assets) disposed of during the period for the entire period. Covenant Adjusted EBITDA is governed by the 2024 Facilities, which differs from the Adjusted EBITDA measure discussed in the section “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Information”.

•

Interest cover covenant:   The interest cover covenant is calculated as a ratio of CorpAcq’s Covenant Operating Cash Flow to Covenant Net Finance Charges, each as defined in the 2024 Facilities. The interest cover ratio shall exceed 2.2:1. Covenant Operating Cash Flow is calculated as Covenant Adjusted EBITDA for that period after, adding (1) the decrease in the working capital for the period, (2) cash receipts during the period in respect of any Exceptional Items not already considered in Covenant Adjusted EBITDA, (3) dividends or other profit distributions received in cash during the period to the extent not already taken into accounting in determining Covenant Adjusted EBITDA, (4) any increase in provisions, other non-cash debits and other non-cash charges to the extent taken into account in establishing group Covenant Adjusted EBITDA and deducting (1) the amount of any increase in working capital for the period, (2) cash payments during the period in respect of any Exceptional Items not already considered in Covenant Adjusted EBITDA, (3) dividends paid during the period to minority shareholders to the extent not already deducted in determining Covenant Adjusted EBITDA, (4) any non-cash credits to the extent taken into account in established Covenant Adjusted EBITDA, and (5) any cash costs of pension items during the period to the extent not taken into account establishing Covenant Adjusted EBITDA. Exceptional items are defined by the 2024 Facilities as any material items of an unusual or non-recurring nature which represent gains or losses. Covenant Net Finance Charges are defined as, for any period, Finance Charges for the period after deducting any interest payable in that period to any portfolio company on any cash and cash equivalents. Finance Charges are defined by the 2024 Facilities as the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of borrowings paid or payable in cash or capitalized in the period.

Since execution of the 2024 Facilities, CorpAcq has been in compliance with all 2024 Facilities covenants. In addition, the 2024 Facilities require that at all times (1) there are not fewer than 25 Eligible Operating Companies (provided this number may be reduced down to 20 as a result of a merger of two Eligible Operating Companies), (2) there are not fewer than six Eligible Operating Companies that generate a minimum of £4.0 million of Covenant Operating Company EBITDA each, and (3) there are not fewer than 12 Eligible Portfolio Companies that generate a minimum of £2.0 million of Covenant Operating Company EBITDA each. In accordance with the 2024 Facilities, CorpAcq is restricted in making certain distributions.

Industry and Competition

CorpAcq’s operations are currently focused in the UK, where there is a large pool of potential acquisition targets. CorpAcq believes this pool of potential acquisition targets provides CorpAcq with sufficient headroom to continue its growth. There are currently more than 5.5 million private sector businesses in the UK, generating an aggregate turnover of approximately £4.2 trillion as of 2022. CorpAcq’s total addressable market is comprised of over 90,000 potential targets, which are aligned with CorpAcq’s existing focus sectors in the broader construction, manufacturing, industrials, oil and gas services, transport, and consumer end-markets. These resilient and essential end-markets are forecast to deliver attractive growth, underpinned by a supportive UK economy, which is expected to grow at a CAGR of 4.5% between 2022 and 2027 (Sources: UK Office of National Statistics and UK Department for Business and Trade). CorpAcq believes its subsidiaries are well-positioned to benefit from this market growth, as a result of their well-established positions in the market, high barriers to entry, and CorpAcq’s platform support.

Acquisitions are a fundamental part of CorpAcq’s business operations and growth strategy. CorpAcq believes that it has a differentiated value proposition to SMEs compared to alternative financial bidders, based on CorpAcq’s strong reputation in the market and its long-term holding period. CorpAcq does not believe it competes directly with industrial and strategic players where their value proposition is focused on taking operational control and integrating the acquired business, whereas CorpAcq preserves the autonomy of its subsidiaries. CorpAcq believes these key differentiating factors provide CorpAcq with competitive advantages leading to its “preferred buyer” status with targets compared to alternative bidders.

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At the subsidiary level, many of CorpAcq’s subsidiaries operate in fragmented industries and face varying levels of competition depending on their regional and end-market exposure. Given the scale and focus of each of the 42 subsidiaries in its portfolio, CorpAcq’s direct competitors are typically other founder-operated businesses or SMEs. CorpAcq’s subsidiaries compete on a variety of factors such as technical capabilities, price, quality of products and services, flexibility, and reputation, among others. CorpAcq believes its subsidiaries have a strong competitive advantage in the industries and regions they operate in, as CorpAcq has a robust target selection process to identify market leaders with long operating track records and support their operations through targeted improvement initiatives.

Government Regulation and Environmental Matters

CorpAcq’s and its subsidiaries business activities are subject to laws and regulations in the ordinary course of business, which may include the need to obtain and comply with licenses, permits and reporting requirements, and are administered by various regulators, including, in the United Kingdom, the Financial Conduct Authority, the Health & Safety Executive, the Environment Agency and local authorities. Expenditures relating to ongoing implementation, compliance and risk management in respect of such regulations are made in the normal course of business and seek to ensure that CorpAcq and its subsidiaries continue to comply with all regulatory and environmental requirements.

CorpAcq does not currently expect that compliance with such laws and regulations will require CorpAcq or any of its subsidiaries to make material expenditures. CorpAcq believes that CorpAcq and each of its relevant subsidiaries have all required licenses to conduct their respective business activities and are each in substantial compliance with applicable regulatory requirements.

CorpAcq and its subsidiaries are also subject to data protection laws and regulations including the EU’s General Data Protection Regulation ((EU) 2016/679) (the “EU GDPR”), and as retained in the United Kingdom, the “UK GDPR”). The GDPR lays down the legal framework for data protection and privacy in the European Union and the United Kingdom, respectively. The UK GDPR is also supplemented by the Data Protection Act 2018. The EU GDPR and the UK GDPR implements stringent operational requirements for controllers of personal data, including, for example, disclosures about how personal information is to be used, limitations on retention of information, requirements pertaining to health and other sensitive data, cyber security requirements, mandatory data breach notification requirements and high standards for controllers to demonstrate that they have obtained a valid legal basis for processing personal data. The Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) (“PECR”) also apply in the United Kingdom and cover marketing communications with business and individual customers, and the use of cookies or similar technologies. Serious breaches of the data protection principles under the EU GDPR, the UK GDPR or the Data Protection Act 2018 may result in fines of up to €20 million/ £17.5 million under or up to 4% of the total worldwide annual turnover of the preceding financial year, if greater, and other administrative penalties including criminal liability.

The EU GDPR and the UK GDPR also confer a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for material and non-material damages resulting from an infringement of the EU GDPR and/or the UK GDPR. In addition, the EU GDPR and the UK GDPR includes restrictions on cross-border data transfers, including the United States. Failure to comply with the EU GDPR, the UK GDPR and related laws may lead to increased risk of private actions from data subjects and consumer not-for-profit organizations.

CorpAcq and its subsidiaries are subject to various labor and employment laws and regulations, including the National Minimum Wage Act 1998 and the Working Time Regulations 1998 that govern minimum wage requirements, working hours, overtime, health and safety and other employment-related matters.

CorpAcq and its subsidiaries are also subject to various environmental laws and regulations that may give rise to liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, liabilities can be imposed for cleanup of properties currently owned by CorpAcq and its subsidiaries, regardless of whether they directly caused the contamination or violated any law at the time of discharge or disposal. From time to time, CorpAcq and its subsidiaries may incur costs and obligations related to investigation and remedying of environmental issues including remediation.

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CorpAcq’s and its subsidiaries’ contracts with customers may also impose liabilities on CorpAcq or its subsidiaries regarding environmental issues that arise through the performance of their services. It may also be necessary for CorpAcq or its subsidiaries to assume responsibility for environmental issues affecting land from a seller when purchasing additional properties.

Legal Proceedings

From time to time, CorpAcq and its subsidiaries are subject to negligence, construction defect, breach of contract, product liability, competition, intellectual property, employment, and other claims and legal proceedings in the ordinary course of business relating to the products and services CorpAcq and its subsidiaries offer. Other than as set forth below, neither CorpAcq nor any of its subsidiaries are party to any governmental, legal or arbitration proceedings (nor is CorpAcq aware of any such proceedings that are pending or threatened) that have had or may have a significant effect on its financial position or profitability.

HMRC Tax Enquiry

In November 2011, HMRC opened a tax enquiry into the Corporation Tax (“CT”) return for CorpAcq Limited for the period ended December 31, 2009 (the “Initial Enquiry”). The matter subject to the Initial Enquiry is the tax deductibility of consulting fees paid by CorpAcq Limited to SSO Consulting Limited (“SSO”), which is owned by CorpAcq’s Chairman of the Board, Simon Orange. Subsequently, HMRC opened additional enquiries into the amounts CorpAcq Limited deducted on its CT returns for consulting fees that SSO charged for the periods ending December 31, 2010, 2011, 2012, 2013, and 2014 (together with the Initial Enquiry, the “Tax Enquiries”). CorpAcq Limited maintains that it properly deducted the consulting fees paid to SSO. CorpAcq Limited has estimated its liability exposure with respect to the Tax Enquiries and has a current provision in its accounts for fiscal year ending December 31, 2022, in the amount of £3,400,000 related to the Tax Enquiries.

Properties

CorpAcq and its subsidiaries own CorpAcq’s corporate headquarters in Altrincham, England, and own and lease other facilities throughout the United Kingdom where CorpAcq and its subsidiaries conduct business. As of June 30, 2023, CorpAcq and its subsidiaries owned approximately 43 facilities and leased approximately 131 facilities, which include offices, warehouses, storage, laboratories and retail. CorpAcq believes that its existing facilities are sufficient for its current needs.

The below tables sets forth the sizes and uses of each of our material facilities and any major encumbrances thereon as of June 30, 2023.

Owned Properties

Location (All within United Kingdom)	Approx. Site Size (acres)	Approx. Building Size (sq m)	Owner	Occupier	Primary Use	Major Encumbrances
CorpAcq House, 1 Goose Green Altrincham, Cheshire, WA14 1DW	0.09	8,317	CorpAcq Properties Limited	CorpAcq Limited	Head office & corporate headquarters	Yes; encumbered with charges as security for all obligations under the Alcentra Facility
Unit 9, Shawcross Business Park, Dewsbury, West Yorkshire, WF12 7RF	1.86	1,902	CorpAcq Properties Limited	Gray Material Handling Limited	Head office for subsidiary & warehouse	Yes; encumbered with charges as security for all obligations under the Alcentra Facility
26 Woodneuk Road, Darnley Ind. Estate, Glasgow, G53 7RQ	1.91	1,611	CorpAcq Properties Limited	Douglas Gillespie Plant Limited	Head office for subsidiary & warehouse	Yes; encumbered with charges as security for all obligations under the Alcentra

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Location (All within United Kingdom)	Approx. Site Size (acres)	Approx. Building Size (sq m)	Owner	Occupier	Primary Use	Major Encumbrances
​	​	​	​	​	​	Facility
Scotland Road, Carnforth, Lancashire, LA5 9JZ	4.89	2,345	Hardroad Limited	Hardroad Limited	Head office for subsidiary & warehouse	​
Festival Drive Ebbw Vale, NP23 8XS	12.64	7,966	Cwmtillery Glass Centre Limited	Cwmtillery Glass Centre Limited	Head office for subsidiary & warehouse	Yes; encumbered with charges as security for obligations due to respective subsidiary’s lender
3 Peel Road, West Pimbo Industrial Estate, Skelmersdale, WN8 9PT	1.91	3,100	Carrylift Materials Handling Limited	Carrylift Materials Handling Limited	Head office for subsidiary & warehouse	Yes; encumbered with charges as security for all obligations under the Alcentra Facility
424-436 Haydock Industrial Estate, Haydock Lane, St Helens, WA11 9UJ	0.42	452	Qualitech Environmental Services Limited	Qualitech Environmental Services Limited	Head office for subsidiary & warehouse	Yes; encumbered with charges as security for obligations due to respective subsidiary’s lender
Royston Road, Deans Industrial Est, Livingston, West Lothian, EH54 8AH	2.75	4,906	Deans Engineering (Livingston) Limited	Deans Engineering (Livingston) Limited	Head office for subsidiary & warehouse	​

Leased Properties

Location (All within United Kingdom)	Approx. Site Size (acres)	Approx. Building Size (sq m)	Occupier	Primary Use
Site 11, Sherwood Park, Annesley, Nottingham, NG15 0DT	5.60	27,000	Cotton Traders Limited	Warehouse & fulfilment
Cotton Traders House, Atlantic Street, Broadheath, Altrincham, Cheshire, WA14 5GZ	0.19	758	Cotton Traders Limited	Head office for subsidiary
University of Warwick Science Park, Sir William Lyons Road, Coventry, West Midlands, CV4 7EZ	0.58	2,350	Key Forensic Services Limited	Head office for subsidiary & laboratory
Carrwood Road, Castleford, West Yorkshire, WF10 4PT	1.50	1,750	Hessle Plant Limited	Head office for subsidiary & warehouse
Migvie House, 23 North Silver Street, Aberdeen, AB10 1RJ	0.04	180	Strategic Resources European Recruitment Consultants Limited	Head office for subsidiary
17b-17c, Henderson Drive, Longman, Inverness, IV1 1TR	1.25	631	Campbell Plant Hire Limited	Head office for subsidiary & warehouse
Haydock Lane, Haydock, Merseyside, WA11 9UY	0.89	420	Plant Hire UK Limited	Head office for subsidiary & warehouse

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Location (All within United Kingdom)	Approx. Site Size (acres)	Approx. Building Size (sq m)	Occupier	Primary Use
W P I House, King Street Trading Estate, Middlewich, Cheshire, CW10 9LF	2.75	600	WPI Group Holdings Limited	Head office for subsidiary & warehouse

Human Capital

CorpAcq believes its employees are pivotal to the ongoing success of CorpAcq and prioritizes their health, well-being and safety. CorpAcq supports diversity across CorpAcq and is committed to all aspects of diversity including race, gender identity, sexual orientation, ability, backgrounds, and beliefs.

CorpAcq has sought to create and maintain an environment that is open, positive and rewarding. CorpAcq believes its transparent, highly autonomous and hard-working culture distinguishes it from its peers and is appreciated and embraced by employees. CorpAcq supports each of its subsidiaries’ unique human capital management style and works closely with them to retain that aspect whilst operating within the wider CorpAcq framework.

CorpAcq promotes effective engagement, communication and training across CorpAcq so that retention levels remain high, employees continue to develop their key skills and attributes and CorpAcq is able to attract and retain exceptional candidates to CorpAcq. Investment in CorpAcq’s employees is critical to the current and future success of CorpAcq.

As of September 30, 2023, CorpAcq and its subsidiaries had approximately 3,927 employees across CorpAcq. There are no recognized unions or collective bargaining agreements in place.

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CORPACQ’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of CorpAcq Holdings Limited (together with its subsidiaries, “CorpAcq”) should be read together with CorpAcq’s Audited Annual Financial Statements as of December 31, 2022 and 2021 and January 1, 2021 and for the years ended December 31, 2022 and 2021, and the Unaudited Interim Financial Statements as of June 30, 2023 and 2022 and for the interim periods ended June 30, 2023 and 2022, and the related notes thereto, included elsewhere in this proxy statement/prospectus. The discussion and analysis should also be read together with the section entitled “Information Related to CorpAcq” and CorpAcq’s pro forma financial information for the year ended December 31, 2022 and the interim period ended June 30, 2023. Please refer to the “Unaudited Pro Forma Condensed Combined Financial Information” section for more information. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of CorpAcq’s control. CorpAcq’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this filing. All financial information is presented in pound sterling. Certain total amounts may not sum due to rounding.

CorpAcq’s Business

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, CorpAcq aims to preserve entrepreneurial spirit and operational decision making within each subsidiary, CorpAcq focuses on investing for long-term performance. Through its systematic and disciplined approach to mergers and acquisitions, CorpAcq has acquired and built a diversified portfolio of well-established businesses in the United Kingdom (the “UK”). The CorpAcq portfolio consists of 42 subsidiaries across industrial and commercial end-markets, including 5 businesses acquired during 2023. CorpAcq’s subsidiaries have strong asset bases, operate in industries with high barriers to entry, generate profitable and strong free cash flow, and are led by experienced management teams who typically remain in-place after acquisition.

CorpAcq seeks to employ a disciplined, low-risk strategy to acquire mature, stable and profitable founder-led SMEs with established operating track records. The subsidiaries that CorpAcq acquires have an average operating history of more than 30 years. CorpAcq has a stringent selection process to diligence potential targets, including assessment of senior management teams, sector trends and financial metrics. CorpAcq employs a sector-agnostic mentality focused on business-to-business (“B2B”) industries, seeking to align its portfolio with positive industry trends in the UK. CorpAcq aims to acquire at least a combined £25 million EBITDA per annum, targeting businesses with EBITDAs in the range of £1 million to £25 million, and average EBITDA margins of at least 15%. CorpAcq generally acquires companies with the intention of holding them for the long term, and typically compensates founder-sellers through a mix of cash and deferred consideration.

CorpAcq has a track record of unlocking business potential and long-term growth, through its decentralized operational approach. CorpAcq’s senior management seeks to develop close relationships with their subsidiaries’ management to support them with financial and strategic expertise, while allowing them to retain independence to continue to operate their business successfully. CorpAcq’s management seeks to professionalize each business it acquires and offers a range of support functions, including Finance, Human Resources, Health and Safety and Group Purchasing, with the aim of driving long-term operational improvements and growth. CorpAcq also facilitates cross-selling opportunities and both new customer and end market introductions across CorpAcq’s different subsidiaries.

CorpAcq believes the combination of CorpAcq’s intended long-term holding period and decentralized operational approach leads to its status as a “preferred buyer” in the market. Specifically, CorpAcq’s approach allows selling founders the opportunity to monetize their holdings, while preserving their legacy and continuing to operate their businesses. CorpAcq believes that it has a differentiated value proposition to

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SMEs compared to other potential buyers who often focus on taking operational control, integrating the acquired business or monetizing the investment through future disposal. CorpAcq believes these key differentiating factors provide CorpAcq with competitive advantages leading to its “preferred buyer” status when compared to alternative financial bidders.

Segments

On an operating basis, CorpAcq considers each of its subsidiaries as individual businesses, operating independently and contributing to CorpAcq’s overall results. Accordingly, each subsidiary is managed as a standalone operating segment for the purposes of assessing performance. When an existing subsidiary directly acquires a business, the acquired business may not be considered a separate operating segment if the CODM does not regularly review revenue and adjusted EBITDA of the acquired business on a standalone basis. CorpAcq therefore considers its 42 subsidiaries 41 operating segments. For financial reporting purposes, CorpAcq has aggregated its 41 operating segments into four reportable segments based on similarities, including economic characteristics, nature of products and services, production processes, and customers.

CorpAcq’s four reportable segments include the following:

•

Consumer Products: The Consumer Products segment focuses on business-to-consumer retailing of consumer products, including apparel.

•

Industrial Products: The Industrial Products segment focuses on the manufacturing of industrial products and on B2B supply of industrial products.

•

Industrial Services: The Industrial Services segment services B2B customers and focuses on providing labor resources for industrial projects and the lease and maintenance of industrial equipment.

•

Other: The Other segment is comprised of subsidiaries that focus on providing forensic services, recruiting services and other human capital services to B2B customers.

As illustrated in the “Reportable Segment Profitability Discussion” section below, margins vary by segment. As a result, CorpAcq’s margins in a particular period may be impacted by the nature of subsidiaries acquired and differing trends between segments. However, CorpAcq’s diversification across subsidiaries, sectors and end-markets contributes to the mitigation of concentration risk within CorpAcq’s portfolio.

Key Metrics

The following table sets forth a summary of CorpAcq’s key metrics for the periods indicated:

(in thousands, except profit margin, Adjusted EBITDA margin, Adjusted EBITDA organic growth and ROIC)	Six months ended June 30,						Years ended December 31,
	2023			2022			2022			2021
Revenue	​	£	341,555	​	£	305,754	​	£	633,222	​	£	557,332
Net profit (loss)	​	£	(465)	​	£	2,659	​	£	(1,588)	​	£	5,051
Profit margin	​	​	-0.1%	​	​	0.9%	​	​	-0.3%	​	​	0.9%
Adjusted EBITDA	​	£	60,570	​	£	52,888	​	£	108,370	​	£	99,057
Adjusted EBITDA margin	​	​	17.7%	​	​	17.3%	​	​	17.1%	​	​	17.8%
Adjusted EBITDA organic growth	​	​	10.7%	​	​	n.m.	​	​	5.6%	​	​	n.m.
Return on Invested Capital (“ROIC”)(1)	​	​	15.8%	​	​	n.m.	​	​	15.4%	​	​	15.3%

(1)

ROIC is presented for the last twelve months ended June 30, 2023. Similar information is not available for the last twelve months ended June 30, 2022 and therefore is not presented.

Revenue and net profit (loss) are International Financial Reporting Standards (“IFRS”) measures, and profit margin is calculated as net profit (loss) divided by revenue. Adjusted EBITDA and ROIC are non-GAAP measures. Unless otherwise indicated, references to “GAAP” in this proxy statement/prospectus are to IFRS, as issued by the IASB. As a result, “non-GAAP measures” refer to measures that are not calculated in accordance with IFRS. Adjusted EBITDA margin, which is also a non-GAAP measure, is

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calculated as Adjusted EBITDA divided by revenue. Adjusted EBITDA organic growth, which is also a non- GAAP measure, is calculated as the aggregate growth of Adjusted EBITDA of CorpAcq’s subsidiaries that have been in the portfolio and consolidated in CorpAcq’s financial results for the entirety of the periods presented. Adjusted EBITDA organic growth is not presented for the year ended December 31, 2021 or the six months ended June 30, 2022 as CorpAcq adopted IFRS as of January 1, 2021 for the annual period ended December 31, 2021. See “Key Components of Sales and Expenses” and “Results of Operations” sections for further details on revenue and net profit (loss). See “Non-GAAP Information” for CorpAcq’s definition of and additional information about Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA organic growth, and ROIC, including reconciliations to their most directly comparable IFRS financial measure — net profit (loss).

Significant Events and Transactions

Reorganization

On March 1, 2022, CorpAcq Holdings Limited (and its subsidiaries, “CorpAcq”) acquired CorpAcq Limited (“CorpAcq Limited”) and its subsidiaries at such time and became the parent company of the group (the “Reorganization”). In order to fund the Reorganization, CorpAcq issued preference shares of £70.0 million to Goldman Sachs Asset Management’s Vintage Funds (“Vintage”), £2.0 million to Nova Capital Management (“Nova”), and £30 million to Orange UK Holdings Limited, totaling £102.0 million. CorpAcq also issued Ordinary Shares of £3.2 million. Included in the issuance of CorpAcq Ordinary Shares was the issuance of C ordinary shares of £0.001 each in the capital of CorpAcq and D ordinary shares of £0.001 each in the capital of CorpAcq to Nova and Vintage, respectively.

CorpAcq then acquired the share capital of CorpAcq Limited in a 20,000:1 share-for-share exchange and £90.0 million in cash consideration to prior shareholders, of which £30.0 million was exchanged for preference shares in CorpAcq by Orange UK Holdings Limited. In connection with the Reorganization, CorpAcq also incurred directly attributable incremental costs of £6.2 million, of which £2.4 million was allocated to the share-for-share exchange and expensed in “General and administrative expenses” in the Audited Annual Financial Statements, £0.1 million was allocated to the issuance of new Ordinary Shares and recognized in “share premium” in the statement of changes in equity and £3.7 million was allocated to the issuance of preference shares and recognized as an adjustment to the initial measurement of debt. The Reorganization did not change the economic substance of the shareholding structure and, as a result, the Audited Annual Financial Statements have been prepared comparatively as if CorpAcq had always been the parent company of CorpAcq Limited. See Note 1, Corporate information, Note 12, Financial assets and financial liabilities, and Note 22, Share-based payments to the Audited Annual Financial Statements for more details.

Acquisitions of CorpAcq Subsidiaries

Consistent with CorpAcq’s strategy of acquiring autonomous subsidiaries, CorpAcq made the following acquisitions during the years ended December 31, 2022, and December 31, 2021. The results of each of the acquired subsidiaries are included in CorpAcq’s consolidated results as of the acquisition date and collectively comprise 5% and 1% of total consolidated revenue for the years ended December 31, 2022, and December 31, 2021, respectively.

1)

On August 24, 2021, CorpAcq acquired the remaining 50% of the issued share capital of Redbridge Bury Limited (“Redbridge”), bringing CorpAcq’s total ownership to 100% of the issued share capital. Redbridge provides plumbing and heating contractor and is reported within CorpAcq’s Industrial Services reportable segment.

2)

On September 22, 2021, CorpAcq acquired 100% of the issued share capital of Central Power Limited (“Central Power”). Central Power provides labor for industrial high-voltage electrical equipment projects and is reported within CorpAcq’s Industrial Services reportable segment.

3)

On April 19, 2022, CorpAcq acquired 100% of the issued share capital of Cwmtillery Glass Centre (Holdings) Limited and subsidiaries (“Cwmtillery Glass”). Cwmtillery Glass Limited

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manufactures and supplies industrial glass products and is reported within CorpAcq’s Industrial Products reportable segment.

4)

On November 15, 2022, Qualitech Environment Services Limited (“Qualitech”), a subsidiary in which CorpAcq owns a 50.01% stake, acquired 51% of the issued share capital of Total Environmental Technology Limited (“Total Environmental”). Total Environmental provides labor for large industrial waste management projects and is reported within CorpAcq’s Industrial Services reportable segment.

5)

On November 30, 2022, CorpAcq acquired 100% of the issued share capital of Bereco Group Limited and subsidiaries (“Bereco”). Bereco Group Limited provides manufacturing of industrial windows and doors and is reported within CorpAcq’s Industrial Products reportable segment.

Since January 1, 2023, CorpAcq has completed the following 5 acquisitions:

1)

On March 17, 2023, Qualitech acquired 100% of the issued share capital of Envirocleanse Limited (“Envirocleanse”). Envirocleanse is a water tank cleaning service provider for residential, commercial, and industrial customers and is reported within CorpAcq’s Industrial Services reportable segment.

2)

On June 13, 2023, Hardroad Limited, a wholly-owned subsidiary of CorpAcq, acquired 100% of the issued share capital of Hamilton & Brydie Limited (“H&B”). H&B is a supplier of dry dash aggregates, renders and garden aggregates, servicing the housebuilding, landscape, and general construction and is reported within CorpAcq’s Industrial Products reportable segment.

3)

On June 16, 2023, CorpAcq acquired 80% of the issued share capital of CA Lynton HoldCo Limited (“Lynton”). Lynton specializes in the design, manufacture, refurbishment, and maintenance of all types of trailers, heavy goods vehicles (“HGVs”), motorized vehicles, and demountable units and is reported within CorpAcq’s Industrial Products reportable segment.

4)

On July 28, 2023, CorpAcq acquired 100% of the issued share capital of Heritage Somerfield Holdings Limited (“Heritage”). Heritage is a fabricator of PVC, composite doors and aluminum windows and doors and is reported within CorpAcq’s Industrial Products reportable segment.

5)

On September 5, 2023, CorpAcq acquired 100% of the issued share capital of Carlisle Refrigeration (Holdings) Limited (“Carlisle”). Carlisle is a leading commercial and industrial refrigeration sales and service business and is reported within CorpAcq’s Industrial Services reportable segment.

Pending Business Combination

On August 1, 2023, CorpAcq entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, each Seller shall, in exchange for its pro rata share of the Closing Seller Consideration, as defined in this proxy statement/prospectus, sell and transfer such Seller’s ordinary shares of £0.001 each in the capital of CorpAcq (the “CorpAcq Ordinary Shares”) to PubCo, such that, following any required Drag Along Sale, as defined in this proxy statement/prospectus, to procure the transfer of the aggregate CorpAcq Ordinary Shares held by applicable CorpAcq shareholders which are not being transferred by the Sellers, CorpAcq becomes a wholly-owned subsidiary of PubCo. At the Closing, Merger Sub will merge with and into Churchill, 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 General Corporation Law of the State of Delaware, and pursuant to which the separate corporate existence of Merger Sub will cease and Churchill will become a wholly-owned subsidiary of PubCo (together with the other transactions contemplated by the Merger Agreement and the other transaction agreements, the “Business Combination”). For more information on the Business Combination and the Merger Agreement, see “The Business Combination” and “The Merger Agreement” sections.

In connection with the Business Combination, CorpAcq will be deemed the accounting predecessor of the Post-Combination Company, which means that CorpAcq’s financial statements for previous periods will be disclosed in the Post-Combination Company’s future periodic reports filed with the SEC.

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The Business Combination is anticipated to be accounted for as a reverse recapitalization. Under this method of accounting, Churchill will be treated as the “acquired” company for financial statement reporting purposes. The Business Combination implies an estimated combined enterprise value of $1.6 billion and an estimated equity value of approximately $1.2 billion. The Business Combination is expected to provide a minimum of approximately $128.6 million of cash to CorpAcq’s balance sheet, after payment of approximately $58.9 million in transaction fees, approximately $207.2 million to redeem the outstanding CorpAcq Preference Shares, and $211.5 million to CorpAcq’s stockholders. The Closing Seller Cash Consideration will be funded by cash held in the Trust Account, which was approximately $606.2 million as of August 31, 2023 (assuming no redemptions) as well as the Churchill Financing Amount (as defined in the section titled “The Merger Agreement”), if any. The balance of the Seller Closing Consideration will consist of the Closing Seller Share Consideration, Post-Combination Company Class C-2 Shares and Earnout Shares (for further detail, see “The Merger Agreement — Consideration”).

In connection with the Business Combination, CorpAcq expects to recognize a listing fee expense related to the difference between the fair value of the consideration issued to the Churchill stockholders and the fair value of net assets acquired. See “Unaudited Pro Forma Condensed Combined Financial Information” section for more information.

As a consequence of the Business Combination, CorpAcq will become the successor to the Post-Combination Company, and CorpAcq will be required to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. CorpAcq expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, expenses related to compliance with public company reporting requirements, securities law compliance, and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Refinancing

On January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS Facility”) and a multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes,” together with the UBS Facility, the “2024 Facilities”) for up to £300.0 million. Proceeds from the 2024 Facilities are being used, among other reasons, to refinance CorpAcq’s previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. This refinancing extended CorpAcq’s debt maturities from June 2024 to January 2028. Refer to the “Liquidity and Capital Resources” for further discussion.

Key Factors Affecting CorpAcq’s Results

CorpAcq’s financial position and results of operations depend to a significant extent on the following factors:

Ability to Complete Future Acquisitions

Acquisitions are a fundamental part of CorpAcq’s business operations and growth strategy. As a result, CorpAcq’s future success will be dependent upon its ability to continue completing acquisitions, which is impacted by its ability to both source and fund acquisitions. Although CorpAcq also uses professional services firms to identify transactions, the majority of its businesses come from proprietary internal sourcing channels and exclusive introductions.

While competition for suitable acquisition targets from industrial groups, private equity firms, trade buyers, and other alternative buyers may influence CorpAcq’s ability to acquire target companies at attractive multiples, CorpAcq believes that it has a differentiated value proposition to SMEs compared to alternative financial bidders, based on its reputation in the market and long-term holding period. CorpAcq does not believe it competes directly with industrial and strategic players where their value proposition is focused on taking operational control and integrating the acquired business, whereas CorpAcq preserves the autonomy

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of its subsidiaries. These key differentiating factors provide CorpAcq with competitive advantages leading to its “preferred buyer” status compared to alternative bidders.

CorpAcq’s historical and current focus is on its core UK market, scaling its compounder model via the continuation of its disciplined acquisition approach. Over the longer term, CorpAcq believes that it has the opportunity to expand its model into complementary international markets, such as the United States. CorpAcq believes these international markets represent a large, untapped growth opportunity for its business. Potential competition may exist as CorpAcq attempts to enter international markets. CorpAcq’s successful expansion into international markets will depend on its ability to effectively leverage relationships with its existing subsidiaries and the ability to acquire businesses in international markets. Should CorpAcq’s assumptions prove overly optimistic, CorpAcq may incur delays in its ability to expand its business to new markets. Such delays may also lead CorpAcq to make changes in its go-to-market plans, which could result in cost overruns, which could adversely impact margins and cash flows.

CorpAcq’s ability to complete future acquisitions is also dependent upon its ability to fund those acquisitions. Inflation and rising interest rates may impact CorpAcq’s ability to obtain favorable financing for acquisitions and therefore impact CorpAcq’s ability to complete future acquisitions. Refer to the “Liquidity and Capital Resources” and the “Quantitative and Qualitative Disclosures About Market Risk” sections for additional discussion on CorpAcq’s ability to fund future operations.

Ability to Retain Founders and Existing Management Teams

CorpAcq’s organic revenue and net profit growth is dependent upon performance of its existing subsidiaries. CorpAcq retains founders and management teams to maintain the entrepreneurial approach of the subsidiaries it acquires, contributing to the overall performance of its portfolio. CorpAcq has aligned interests with founder-sellers and allows them to continue to execute their successful business strategies post-acquisition within the support framework it introduces. CorpAcq believes the value and success of its strategy is evidenced by the fact that as of September 30, 2023, more than 95% of its subsidiaries had at least one member of the original underlying management team still in place in some capacity across CorpAcq’s portfolio post-acquisition and approximately 80% of owner managers retained at the time of acquisition were still actively engaged in some capacity in the business.

Forming deep relationships with management and allowing independent businesses to execute their own strategy has driven CorpAcq’s “preferred buyer” status among SMEs, which in turn has enabled it to identify and purchase assets for attractive multiples. Therefore, CorpAcq’s current and future success may depend on its ability to retain both founders and existing management teams of its subsidiaries and those of its future acquisitions.

Ability to Sustain Growth at Subsidiary Level

At the subsidiary level, many of CorpAcq’s subsidiaries operate in fragmented industries and face varying levels of competition depending on their regional and end-market exposure. Given the scale and focus of each of the 42 subsidiaries in its portfolio, CorpAcq’s direct competitors are typically other founder-operated businesses or SMEs. CorpAcq’s subsidiaries compete on a variety of factors such as technical capabilities, price, quality of products and services, flexibility, and reputation, among others. CorpAcq believes its subsidiaries have a strong competitive advantage in the industries and regions they operate in as CorpAcq has a robust target selection process to identify market leaders with long operating track records and support their operations through targeted improvement initiatives. CorpAcq’s current and future success will depend on its existing portfolio’s ability to sustain growth in the markets in which they operate.

In addition, the profit generated by subsidiaries in CorpAcq’s Consumer Products and Industrial Products segments is dependent upon the price of raw materials and other supply chain costs in order to manufacture and supply products to consumers and businesses. As a result, CorpAcq’s growth is dependent upon fluctuations in the price of raw materials and other factors which affect supply chain costs. Due to rising inflation in 2022 and 2023, 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. The success

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of CorpAcq’s subsidiaries’ businesses also depends, in part, on maintaining a strong sourcing and manufacturing platform and efficient distribution channels. For example, CorpAcq’s results have historically been negatively impacted by macroeconomic factors that disrupted the supply chain, including the COVID-19 pandemic and the Russian invasion of Ukraine.

The inability of any supplier of raw materials, independent contract manufacturer or third-party distributor to deliver or perform for CorpAcq’s subsidiaries in a timely or cost-effective manner could cause CorpAcq’s subsidiaries’ operating costs to increase and their profit margins to decrease, particularly in cases where a subsidiary’s products have a short shelf life. CorpAcq’s subsidiaries must also manage their third-party distribution, warehouse and transportation providers to ensure they are able to support the efficient distribution of their products to retailers. A disruption in transportation services could result in an inability to supply materials to CorpAcq’s subsidiaries’ (or their co-manufacturers’) facilities or finished products to CorpAcq’s subsidiaries’ distribution centers or their customers.

Rising interest rates may also impact CorpAcq’s subsidiaries’ results and ability to grow. Certain of CorpAcq’s subsidiaries have debt and lease obligations. As a result, increases in interest rates could negatively impact their results of operations. Refer to the “Liquidity and Capital Resources” and the “Quantitative and Qualitative Disclosures About Market Risk” sections for additional discussion on interest rates.

Ability to Navigate Seasonality at the Subsidiary Level

CorpAcq’s revenue and results of operations can be subject to seasonal and other variations. These variations are influenced by various factors, including weather, customer spending patterns, project schedules, holidays and timing, in particular, for large, non-recurring projects. In particular, with respect to CorpAcq’s subsidiaries that are in the construction industry, many of the construction projects that involve their services include significant portions of outdoor work in addition to the plumbing companies and industrial service companies. As a result, seasonal changes and adverse weather conditions can adversely affect CorpAcq’s business operations through declines in demand for its subsidiaries’ products and services and alterations and delays in applicable schedules. For example, adverse weather conditions such as extended rainy and cold weather in the winter period can reduce demand for CorpAcq’s products and reduce sales or render its contracting operations less efficient resulting in underutilization of crews and equipment and lower contract profitability. Since CorpAcq’s subsidiaries are located solely in the UK, major weather events such as storms, gales, floods and heavy snowfall across the UK could also adversely impact a substantial number of CorpAcq’s subsidiaries, which could affect CorpAcq’s revenues and profitability.

Furthermore, the industries CorpAcq serves can be cyclical in nature. Fluctuations in end-user demand within those industries, or in the supply of services within those industries, can affect demand for CorpAcq’s services. For example, CorpAcq’s historical results were negatively impacted by declines in end-user demand during the COVID-19 pandemic, particularly in its Consumer Products segment where retail stores were closed in the first quarter of 2021. Similarly, the COVID-19 pandemic caused delays in certain industrial projects, which negatively impacted CorpAcq’s results. In the future, CorpAcq’s business may be adversely affected by industry declines or by delays in new projects.

Key Components of Sales and Expenses

Revenue

CorpAcq primarily generates revenue from the sale of retail and industrial products, as well as the provision of industrial and other services.

Sales of retail products represent revenue from clothing retail operations within CorpAcq’s Consumer Products segment. Sales of industrial products primarily represents revenue from the sale of industrial products within CorpAcq’s Industrial Products segment, and to a lesser extent the sale of used property, plant and equipment previously leased by businesses within CorpAcq’s Industrial Services segment to customers (“rental property, plant and equipment”). Revenue from sales of retail products and industrial products is recognized at a point in time, either at shipment or upon delivery to the customer. Industrial services include maintenance and construction services within CorpAcq’s Industrial Services segment, such as plumbing installation, groundworks excavations, sewage works and installations, metal decking/foundation

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installations, and electrical installations. Industrial services also include the lease of property, plant and equipment to customers, also referred to as “plant hire.” Other services include professional services, such as recruiting. Revenue for industrial and other services is recognized over time as the services are completed.

CorpAcq expects continued growth in revenue primarily due to increased acquisition activity of new subsidiaries, as well as growth in its existing subsidiaries.

Costs of Sales

Cost of sales primarily includes the costs paid to manufacture or acquire the retail and industrial products CorpAcq’s businesses sell in the Consumer Products and Industrial Products segments, as well as the cost of the labor and materials utilized in providing industrial and other services in the Industrial Services and Other segments. Cost of sales also includes depreciation related to rental property, plant and equipment. When used rental property, plant and equipment is sold to third parties, the carrying amount of the property, plant and equipment is included in cost of sales.

CorpAcq expects cost of sales to increase in future periods, consistent with revenue, primarily due to increased acquisition activity of new subsidiaries, as well as growth in its existing subsidiaries.

Selling and Distribution Expenses

Selling and distribution expenses consist largely of marketing expenses, as well as costs to produce and ship catalogs, and costs to ship products to customers, which costs are primarily incurred by the Consumer Products segment. Selling and distribution expenses may increase if CorpAcq’s subsidiaries in the Consumer Products segment increase their selling and distribution activities or CorpAcq acquires additional subsidiaries in that segment.

General and Administrative Expenses

General and administrative expenses consist primarily of wages, depreciation and amortization (other than depreciation related to rental property, plant and equipment), and other general corporate expenses, including transaction costs, professional services fees, and insurance, among others.

CorpAcq expects its general and administrative expenses to further increase as its business continues to grow from acquisitions and organically through its existing subsidiaries. In addition, CorpAcq is reviewing the size of its general and administrative function to support its business and other costs associated with being a public company and expects to incur significant additional costs if the Business Combination is consummated.

Other Expenses, Net

Other expenses, net, primarily include gains and losses related to the disposals of property, plant, and equipment (other than disposals of rental property, plant and equipment) and government grants. Other expenses also include gains and losses that arise from the remeasurement of contingent consideration related to acquisitions and, to a lesser extent, the remeasurement of CorpAcq’s equity interest in a business acquired in stages.

Finance Expense

Finance expense includes interest expense incurred on interest-bearing loans and borrowings with CorpAcq’s lenders and related parties, as well as interest incurred on lease liabilities. Interest expense incurred on interest-bearing loans and borrowings includes dividends on liability-classified preference shares issued in connection with the Reorganization. CorpAcq expects interest expense incurred on interest-bearing loans and borrowings with CorpAcq’s lenders and related parties and lease liabilities to (a) decrease immediately after the Closing of the Business Combination, following the redemption of the preference shares, and (b) increase in future periods, primarily driven by growth through acquisition activity. In addition, CorpAcq has entered into warrant and put option agreements (puttable warrants) with third parties which can require CorpAcq to repurchase the shares issued upon exercise of such warrants, as well as put options with the non-controlling shareholders of certain subsidiaries and associates, which can require CorpAcq

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to purchase the remaining interest in those subsidiaries and associates. Finance expense includes interest incurred on puttable warrants and put options with the non-controlling shareholders, as well as gains or losses on the remeasurement of these instruments. The instruments are remeasured at each balance sheet date based on the CorpAcq’s best estimate of the redemption amount at that time, using the original discount rate. Discount rates between 8.5% and 10.5% have been used to discount these instruments.

Finance Income

Finance income represents interest received from interest-bearing loans and borrowings made to related parties, as well as interest earned by CorpAcq related to bank deposits.

Results of Operations

Comparison of Six Months Ended June 30, 2023 to Six Months Ended June 30, 2022

The following table sets forth a summary of CorpAcq’s consolidated results of operations for the periods indicated, and the changes between comparative periods.

​	Six months ended June 30,					​	​	​	​
(in thousands, except for percentages)	2023			2022		£ Change		% Change
Revenue	​	£	341,555	​	305,754	​	35,801	​	11.7%
Cost of sales	​	​	(214,015)	​	(193,605)	​	(20,410)	​	10.5%
Gross profit	​	£	127,540	​	112,149	​	15,391	​	13.7%
Selling and distribution expenses	​	​	(18,321)	​	(17,374)	​	(947)	​	5.5%
General and administrative expenses	​	​	(73,522)	​	(65,891)	​	(7,631)	​	11.6%
Other expenses, net	​	​	(1,836)	​	(1,140)	​	(696)	​	61.1%
Operating profit	​	£	33,861	​	27,744	​	6,117	​	22.0%
Finance expense	​	​	(31,256)	​	(22,679)	​	(8,577)	​	37.8%
Finance income	​	​	147	​	23	​	124	​	539.1%
Profit before income tax	​	£	2,752	​	5,088	​	(2,336)	​	(45.9)%
Income tax expense	​	​	(3,217)	​	(2,429)	​	(788)	​	32.4%
Net profit (loss)	​	£	(465)	​	2,659	​	(3,124)	​	(117.5)%

Revenue

Revenue increased by £35.8 million, or 11.7%, to £341.6 million in the six months ended June 30, 2023, from £305.8 million in the six months ended June 30, 2022, driven by an increase of £9.2 million from subsidiaries that were acquired in 2022 or 2023. The remaining increase of £26.6 million (74.4% of the total increase) resulted from organic growth across CorpAcq’s existing subsidiaries acquired prior to 2022. The following table sets forth a summary of CorpAcq’s consolidated revenues by reportable segment for the periods indicated and the changes between comparative periods.

​	Six months ended June 30,						​	​	​	​	​
(in thousands, except for percentages)	2023			2022			£ Change			% Change
Consumer Products	​	£	56,946	​	£	54,233	​	£	2,713	​	5.0%
Industrial Products	​	​	126,569	​	​	110,192	​	​	16,377	​	14.9%
Industrial Services	​	​	150,923	​	​	134,527	​	​	16,396	​	12.2%
Other	​	​	9,170	​	​	8,462	​	​	708	​	8.4%
Adjustments and Eliminations	​	​	(2,053)	​	​	(1,660)	​	​	(393)	​	23.7%
Total Revenue	​	£	341,555	​	£	305,754	​	£	35,801	​	11.7%

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Consumer Products Segment

Consumer Products revenue increased by £2.7 million, or 5.0%, to £56.9 million in the six months ended June 30, 2023, from £54.2 million in the six months ended June 30, 2022, primarily attributable to an increase of £2.0 million of online direct sales driven by the continued move to online shopping and increases to prices for products sold online, as well as an increase of £0.7 million related to an increase of prices for products sold in-store.

Industrial Products Segment

Industrial Products revenue increased by £16.4 million, or 14.9%, to £126.6 million in the six months ended June 30, 2023, from £110.2 million in the six months ended June 30, 2022, primarily driven by an increase of £9.2 million from subsidiaries that were acquired in 2022 or 2023. The remaining increase related to: (1) an increase of £5.8 million driven by three subsidiaries (Filtermech Plant Sales Limited, Richard Alan Engineering Company Limited, and Tarplett Generator Services Limited) resulting from increased sales of machinery and equipment; (2) an increase of £1.4 million resulting from new customer orders that resulted in larger projects for CaviTech Solutions Limited, when compared to the prior period; and (3) an increase of £1.3 million by Hardroad Limited as a result of its expanded product offerings and price increases for its products. The overall increase in Industrial Products segment revenue was partially offset by a decrease of £1.3 million by 2 Recycling Limited, which was due to falling commodity prices resulting from the stabilization of the commodity market following the initial impact of the Russian invasion of Ukraine.

Industrial Services Segment

Industrial Services revenue increased by £16.4 million, or 12.2%, to £150.9 million in the six months ended June 30, 2023, from £134.5 million in the six months ended June 30, 2022, primarily driven by a £4.8 million increase by Qualitech Environment Services Limited resulting primarily from new projects and expanded offerings following the acquisitions of Total Environmental and Envirocleanse in November of 2022 and March of 2023, respectively. The remaining increase related to: (1) an increase of £4.8 million by W. H. Good Limited resulting from new customers within its automation service offering; (2) an increase of £7.8 million resulting from three other subsidiaries (Caledonia Materials Handling Limited, Hessle FT Holdings Limited, and Plant Hire UK Limited), which was largely driven by increased plant sales due to increased hire rates and new customers; (3) an increase of £2.6 million by Central Power Limited resulting primarily from a combination of increased prices on high value materials used in installation and construction projects and new contracts; (4) an increase of £2.1 million by Metcalfe Plant Hire Limited due to several large contracts in its contracting division; and (5) various increases across CorpAcq’s other subsidiaries in this segment. The increases were partially offset by an £8.3 million decrease in revenue by WPI Civil Engineering Limited, which resulted from the downturn in the housing market as a result of increased mortgage rates during 2023.

Other Segment

Other Segment revenue increased by £0.7 million, or 8.4%, to £9.2 million in the six months ended June 30, 2023, from £8.5 million in the six months ended June 30, 2022, primarily driven by an increase of £0.8 million by KF Services related to the deferral of the start date of certain large projects until the end of 2022 and the beginning of 2023.

Cost of Sales

Cost of sales increased by £20.4 million, or 10.5%, to £214.0 million in the six months ended June 30, 2023, from £193.6 million in the six months ended June 30, 2022. Of the total £20.4 million increase, £5.4 million is attributable to subsidiaries that were acquired in 2022 or 2023. Overall, the increase in cost of sales was primarily driven by an increase in revenue, which increased by 11.7% year-over-year as discussed above. Cost of sales as a percentage of revenues remained consistent year-over-year, with cost of sales as a percentage of revenues of 62.7% in the six months ended June 30, 2023, and 63.3% in the six months ended June 30, 2022.

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Selling and Distribution Expenses

Selling and distribution expenses increased by £0.9 million, or 5.5%, to £18.3 million in the six months ended June 30, 2023, from £17.4 million in the six months ended June 30, 2022, primarily driven by an increase of £1.2 million by Cotton Traders Limited related to increases in the number of catalogs distributed, as well as an increase in paper and printing costs for catalogs.

General and Administrative Expenses

General and administrative expenses increased by £7.6 million, or 11.6%, to £73.5 million in the six months ended June 30, 2023, from £65.9 million in the six months ended June 30, 2022. Of the total £7.6 million increase, £2.5 million is attributable to subsidiaries that were acquired in 2022 or 2023. The remaining increase was largely driven by a £1.2 million increase by Qualitech Environment Services Limited resulting primarily from the acquisitions of Total Environmental and Envirocleanse in November of 2022 and March of 2023, respectively. In addition, general and administrative expenses increased by £6.4 million across CorpAcq’s subsidiaries, including increases of £1.3 million and £1.0 million for Cotton Traders Limited and Adlington Welding Supplies Limited, respectively, as a result of rising energy and wage costs, largely driven by increases in the minimum wage in the UK. These increases in general and administrative expenses were partially offset by the impact of £2.4 million of transaction fees related to the Reorganization that occurred in 2022.

Other Expenses, Net

Other expenses, net increased by £0.7 million, or 61.1%, to £1.8 million in the six months ended June 30, 2023, from £1.1 million in the six months ended June 30, 2022, primarily driven by net losses related to the disposals of property, plant, and equipment. These losses were partially offset by an increase of £0.5 million at FMG related to the gain on sale of a property that occurred in the six months ended June 30, 2023.

Finance Expense

Finance expense increased by £8.6 million, or 37.8%, to £31.3 million in the six months ended June 30, 2023, from £22.7 million in the six months ended June 30, 2022, primarily due to (1) an increase of £2.6 million related to additional interest on liability-classified preference shares issued in connection with the Reorganization in March of 2022; (2) an increase of £6.1 million related to a period-over-period increase in interest-bearing loans and borrowings of £18.8 million as well as an increase in interest rates; (3) an increase of £1.3 million related to interest from lease liabilities and deferred consideration; partially offset by (4) a net decrease of £1.8 million related to reduced losses on fair value remeasurements of puttable warrants and put options with non-controlling shareholders.

Finance Income

Finance income increased by £0.1 million, or 539.1%, to £0.1 million in the six months ended June 30, 2023, primarily driven by an increase in interest income earned on a loan made by Cotton Traders Limited to a related party.

Income Tax Expense

Income tax expense increased by £0.8 million, or 32.4%, to £3.2 million in the six months ended June 30, 2023, from £2.4 million in the six months ended June 30, 2022. CorpAcq’s effective tax rate for the six months ended June 30, 2023 was 116.9%, compared to 47.7% for the six months ended June 30, 2022. The change in the effective tax rate was caused mainly by an increase in the non-deductible share-based compensation and additional non-deductible preference shares dividends recognized as finance expense.

Net profit (loss)

Net profit (loss) decreased by £3.1 million, or 117.5%, to a net loss of £0.5 million in the six months ended June 30, 2023 from a net profit of £2.6 million in the six months ended June 30, 2022.

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Reportable Segment Profitability Discussion

Management regularly reviews Adjusted EBITDA in evaluating the performance of its segments. The below table includes Adjusted EBITDA by segment, consistent with information presented for financial reporting purposes under IFRS in Note 5, Segment information, to the Unaudited Interim Financial Statements:

​	Period ended June 30,						​	​	​	​	​
(in thousands, except for percentages)	2023			2022			£ Change			% Change
Consumer Products	​	£	7,866	​	£	8,280	​	£	(414)	​	(5.0)%
Industrial Products	​	​	20,721	​	​	15,930	​	​	4,791	​	30.1%
Industrial Services	​	​	34,659	​	​	31,636	​	​	3,023	​	9.6%
Other	​	​	1,496	​	​	678	​	​	818	​	120.6%
Adjustments, Eliminations, and Corporate Allocations(2)	​	​	(4,172)	​	​	(3,636)	​	​	(536)	​	14.7%
Total Adjusted EBITDA(1)	​	£	60,570	​	£	52,888	​	£	7,682	​	14.5%

(1)

Total Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Information” below for CorpAcq’s definition of, and additional information about Adjusted EBITDA and for a reconciliation to net profit, the most directly comparable IFRS financial measure.

(2)

Adjustments, Eliminations, and Corporate Allocations include group-level expenses, such as group-level general and administrative expense and interest expense. Adjustments, Eliminations, and Corporate Allocations also include the elimination of intercompany amounts that are eliminated upon consolidation — primarily management fees paid by CorpAcq’s subsidiaries to CorpAcq.

Consumer Products Segment

Consumer Products Adjusted EBITDA decreased by £0.4 million, or 5.0%, to £7.9 million in the six months ended June 30, 2023, from £8.3 million in the six months ended June 30, 2022, primarily driven by an increase in selling and distribution expenses of £1.2 million, resulting from an increase in the number of catalogs distributed, as well as an increase in paper and printing costs for catalogs. This increase was partially offset by revenue increases slightly outpacing cost of sales increases.

Industrial Products Segment

Industrial Products Adjusted EBITDA increased by £4.8 million, or 30.1%, to £20.7 million in the six months ended June 30, 2023, from £15.9 million in the six months ended June 30, 2022. Acquisitions in 2022 or 2023 accounted for £2.3 million or 47.2% of the total increase in Industrial Products Adjusted EBITDA. The remaining increase in Adjusted EBITDA was largely driven by a £1.3 million increase at three subsidiaries (Filtermech Plant Sales Limited, Richard Alan Engineering Company Limited, and Tarplett Generator Services Limited) resulting from increased sales of machinery and equipment and a £0.9 million increase at FMG.

Industrial Services Segment

Industrial Services Adjusted EBITDA increased by £3.0 million, or 9.6%, to £34.7 million in the six months ended June 30, 2023 from £31.7 million in the six months ended June 30, 2022. The increase in Adjusted EBITDA was primarily driven by a £1.2 million increase at Qualitech Environment Services Limited from new projects and expanded offerings following the acquisitions of Total Environmental and Envirocleanse in November of 2022 and March of 2023, respectively, £0.9 million increase at Caledonia Materials Handling Limited from an increase in plant sales due to increased hire rates and new customers, and a £0.7 million increase at W H Good arising from new opportunities and new customers in the automation sector in which it operates. The remainder of the increase was driven by less significant Adjusted EBITDA increases across CorpAcq’s other subsidiaries in this segment. The overall increase was partially offset by a

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£2.4 million decrease at WPI Civil Engineering Limited as a result of increased mortgage rates, which negatively impacted the house-building sector in which WPI operates.

Other Segment

Other Adjusted EBITDA increased by £0.8 million, or 120.6%, to £1.5 million in the six months ended June 30, 2023, from £0.7 million in the six months ended June 30, 2022 driven largely by a £0.8 increase at KF Services as a result of the commencement of contracts previously deferred.

Comparison of Year Ended December 31, 2022, to Year Ended December 31, 2021

The following table sets forth a summary of CorpAcq’s consolidated results of operations for the years indicated, and the changes between comparative years.

​	Year ended December 31,					​	​	​	​
(in thousands, except for percentages)	2022			2021		£ Change		% Change
Revenue	​	£	633,222	​	557,332	​	75,890	​	13.6%
Cost of sales	​	​	(404,685)	​	(356,015)	​	(48,670)	​	13.7%
Gross Profit	​	£	228,537	​	201,317	​	27,220	​	13.5%
Selling and distribution expenses	​	​	(35,826)	​	(29,846)	​	(5,980)	​	20.0%
General and administrative expenses	​	​	(130,889)	​	(110,184)	​	(20,705)	​	18.8%
Other expenses, net	​	​	(2,005)	​	(1,320)	​	(685)	​	51.9%
Operating profit	​	£	59,817	​	59,967	​	(150)	​	(0.3)%
Finance expense	​	​	(54,712)	​	(44,479)	​	(10,233)	​	23.0%
Finance income	​	​	290	​	187	​	103	​	55.1%
Profit before income tax	​	£	5,395	​	15,675	​	(10,280)	​	(65.6)%
Income tax expense	​	​	(6,983)	​	(10,624)	​	3,641	​	(34.3)%
Net profit (loss)	​	£	(1,588)	​	5,051	​	(6,639)	​	(131.4)%

Revenue

Revenue increased by £75.9 million in 2022, or 13.6%, to £633.2 million in 2022 from £557.3 million in 2021, driven by an increase of £28.3 million from subsidiaries that were acquired in 2021 or 2022. Of the total £75.9 million increase in revenue, the remaining £47.6 million (62.8% of the total increase), resulted from growth across CorpAcq’s existing subsidiaries acquired prior to 2021. The following table sets forth a summary of CorpAcq’s consolidated revenue by reportable segment for the years indicated, and the changes between comparative years.

​	Year ended December 31,						​	​	​	​	​
(in thousands, except for percentages)	2022			2021			£ Change			% Change
Consumer Products	​	£	111,444	​	£	100,794	​	£	10,650	​	10.6%
Industrial Products	​	​	225,256	​	​	192,405	​	​	32,851	​	17.1%
Industrial Services	​	​	283,197	​	​	250,504	​	​	32,693	​	13.1%
Other	​	​	17,171	​	​	17,125	​	​	46	​	0.3%
Adjustments and Eliminations	​	​	(3,846)	​	​	(3,496)	​	​	(350)	​	10.0%
Total Revenue	​	£	633,222	​	£	557,332	​	£	75,890	​	13.6%

Consumer Products Segment

Consumer Products revenue increased by £10.7 million in 2022, or 10.6%, to £111.4 million in 2022 from £100.8 million in 2021, primarily attributable to an increase in online shopping, as well as a reopening of retail stores that were closed for portions of 2021 as a result of the COVID-19 pandemic.

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Industrial Products Segment

Industrial Products revenue increased by £32.9 million in 2022, or 17.1%, to £225.3 million in 2022 from £192.4 million in 2021, primarily driven by an increase of £16.1 million from subsidiaries that were acquired in 2022. Other significant increases driving the change included (1) a £3.7 million increase due to increased sales of materials and increased selling prices by 2 Recycling Limited; (2) a £1.8 million increase due to a corresponding increase in the volume of sales of power equipment by Tarplett Generator Services Limited; (3) a £2.9 million increase due to new customers and more competitive glass pricing by Glasscraft Decorative Limited; (4) a £2.2 million increase due to stronger demand from new and recurring customers by Olympus Engineering (Holdings) Limited; and (5) a £1.8 million increase due to restrictions from COVID-19 being lifted on water projects by Richard Alan Engineering Company Limited. The remainder of the increase was driven by less significant revenue increases across CorpAcq’s other subsidiaries in this segment.

Industrial Services Segment

Industrial Services revenue increased by £32.7 million in 2022, or 13.1%, to £283.2 million in 2022 from £250.5 million in 2021, primarily driven by a £12.1 million increase due to subsidiaries that were acquired in 2021. Other significant increases driving the change included (1) a £2.9 million increase due to increased plant hire and plant sale activity by Adling Welding Services Limited; (2) a £2.9 million increase due to increased truck sales, increased hire activity, and price increases by Caledonia Materials Handling Limited; (3) a £2.4 million increase due to sales from two new clients by Metcalfe Plant Hire Limited; (4) a £1.6 million increase due to significant price increases by MSW (UK) Limited; and (5) an increase of £1.9 million due to a new large civil contract signed by WPI Civil Engineering Limited. The remainder of the increase was driven by less significant revenue increases across CorpAcq’s other subsidiaries.

Other Segment

Other Segment revenue remained flat in 2022, increasing only 0.3%, to £17.2 million in 2022 from £17.1 million in 2021. There were no significant changes in revenue at any of the individual subsidiaries in the Other segment.

Cost of Sales

Cost of sales increased by £48.7 million in 2022, or 13.7%, to £404.7 million in 2022 from £356.0 million in 2021. Of the total £48.7 million increase, £20.7 million is attributable to subsidiaries that were acquired in 2021 or 2022. Overall, the increase in cost of sales was primarily driven by an increase in revenue, which increased by 13.6% year-over-year as discussed above. Cost of sales as a percentage of revenue remained consistent year-over-year, with cost of sales as a percentage of revenue of 63.9% in both 2022 and 2021.

Selling and Distribution Expenses

Selling and distribution expenses increased by £6.0 million in 2022, or 20.0%, to £35.8 million in 2022 from £29.8 million in 2021, primarily driven by an increase of £4.0 million by Cotton Traders Limited related to an increase in the number of catalogs distributed, as well as an increase in paper and printing costs for catalogs.

General and Administrative Expenses

General and administrative expenses increased by £20.7 million in 2022, or 18.8%, to £130.9 million in 2022 from £110.2 million in 2021. The increase was primarily driven by an additional £4.5 million in general and administrative expenses from subsidiaries that were acquired in 2021 or 2022. The increase was also due to an increase in general and administrative expenses at CorpAcq, including (1) £2.4 million of transaction fees related to the Reorganization that occurred in 2022; (2) £0.7 million increase in salary expense for salary increases and new hires; and (3) £1.3 million of consulting expenses. Other significant increases driving the change included: (4) an increase of £2.3 million by Cotton Traders Limited related to an increase in the United Kingdom minimum wage; (5) an increase in overhead costs of £1.6 million by Olympus Engineering (Holdings) Limited; (6) an increase in additional salary and other compensation expenses of £0.8 million

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by Carrylift Materials Handling Limited; and (7) an increase of £0.8 million due to increased energy and vehicle costs by Glasscraft Decorative Limited.

Other Expenses, Net

Other expenses, net increased by £0.7 million in 2022, or 51.9%, to £2.0 million in 2022 from £1.3 million in 2021, primarily driven by £1.2 million of COVID-19-related grants for Cotton Traders Limited, which were received in 2021 and were not received in 2022, as well as other less significant increases across other subsidiaries, totaling £1.1 million. The increase in other expenses, net was partially offset by £1.6 million recognized in other expenses, net in 2021 that did not recur in 2022 related to the remeasurement of CorpAcq’s existing investment in RedBridge Bury Limited and purchase accounting upon CorpAcq’s acquisition of the remaining 50% of the issued share capital of RedBridge Bury Limited in August of 2021.

Finance Expense

Finance expense increased by £10.2 million in 2022, or 23.0%, to £54.7 million in 2022 from £44.5 million in 2021, primarily due to (1) an increase of £14.5 million related to interest on liability-classified preference shares issued in connection with the Reorganization in March of 2022; (2) an increase of £2.6 million related to a year-over-year increase in interest-bearing loans and borrowings of £121.7 million; (3) an increase of £2.1 million related to interest on puttable warrants and put options with non-controlling shareholders; offset by (4) a net decrease of £9.1 million related to reduced losses on fair value remeasurements of puttable warrants and put options with non-controlling shareholders.

Finance Income

Finance income increased by £0.1 million in 2022, or 55.1%, to £0.3 million in 2022 from £0.2 million in 2021, primarily driven by an increase in interest income earned on a loan made by Cotton Traders Limited to a related party, as well as an increase in interest earned across various bank accounts held by CorpAcq, consistent with the increase in cash year over year.

Income Tax Expense

Income tax expense decreased by £3.6 million in 2022, or 34.3%, to £7.0 million in 2022 from £10.6 million in 2021, primarily driven by a decrease in the impact of tax rate changes of £2.8 million. In 2021 the UK government enacted an increase in the domestic statutory income tax rate from 19% to 25% which resulted in a significant one-off charge to increase the value of deferred tax liabilities recorded on the balance sheet. Income tax expense also decreased £2.0 million due to a decrease in net profit (loss) taxed at the domestic statutory income tax rate.

Net Profit (Loss)

Net profit (loss) decreased by £6.6 million in 2022, or 131.4%, from a net profit of £5.1 million in 2021 to a net loss of £1.6 million in 2022, due to the reasons discussed above.

Reportable Segment Profitability Discussion

Management regularly reviews Adjusted EBITDA in evaluating the performance of its segments. The below table includes Adjusted EBITDA by segment, consistent with information presented for financial reporting purposes under IFRS in Note 5, Segment information, to the Audited Annual Financial Statements:

​	Year ended December 31,						​	​	​	​	​
(in thousands, except for percentages)	2022			2021			£ Change			% Change
Consumer Products	​	£	16,386	​	£	15,817	​	£	569	​	3.6%
Industrial Products	​	​	33,730	​	​	29,262	​	​	4,468	​	15.3%
Industrial Services	​	​	63,186	​	​	55,230	​	​	7,956	​	14.4%
Other	​	​	1,835	​	​	2,212	​	​	(377)	​	(17.0)%
Adjustments, Eliminations, and Corporate Allocations(2)	​	​	(6,767)	​	​	(3,464)	​	​	(3,303)	​	95.4%
Total Adjusted EBITDA(1)	​	£	108,370	​	£	99,057	​	£	9,313	​	9.4%

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(1)

Total Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Information” below for CorpAcq’s definition of, and additional information about Adjusted EBITDA and for a reconciliation to net profit (loss), the most directly comparable IFRS financial measure.

(2)

Adjustments, Eliminations, and Corporate Allocations include group-level expenses, such as group-level general and administrative expense and interest expense. Adjustments, Eliminations, and Corporate Allocations also include the elimination of intercompany amounts that are eliminated upon consolidation — primarily management fees paid by CorpAcq’s subsidiaries to CorpAcq.

Consumer Products Segment

Consumer Products Adjusted EBITDA increased by £0.6 million in 2022, or 3.6%, to £16.4 million in 2022 from £15.8 million in 2021, primarily driven by revenue slightly outpacing cost of sales. Cost of sales as a percentage of revenue for the Consumer Products segment decreased from 36.7% in 2021 to 35.6% in 2022 . The decrease in cost of sales as a percentage of revenue year over year was primarily driven by reductions in per-unit freight costs.

Industrial Products Segment

Industrial Products Adjusted EBITDA increased by £4.5 million in 2022, or 15.3%, to £33.7 million in 2022 from £29.3 million in 2021. Acquisitions in 2022 accounted for £4.2 million or 94.1% of the total increase in Industrial Products Adjusted EBITDA. The remaining increase in Adjusted EBITDA is due to revenue increases slightly outpacing cost increases at existing subsidiaries acquired prior to 2021, offset by increases in salaries and other compensation expenses and other overhead costs.

Industrial Services Segment

Industrial Services Adjusted EBITDA increased by £8.0 million in 2022, or 14.4%, to £63.2 million in 2022 from £55.2 million in 2021. Acquisitions in 2021 accounted for £2.6 million or 32.8% of the total increase in Industrial Services Adjusted EBITDA. The remaining increase in Adjusted EBITDA is related to an increase of £2.5 million at Qualitech Environment Services Limited resulting primarily from new projects and expanded offerings following the acquisition of Total Environmental in November of 2022 and an increase of £1.2 million at Carrylift Materials Handling Limited, which were partially offset by a decrease of £1.0 million at WPI Civil Engineering Limited as a result of less surfacing projects during 2022 and continued rising costs in the house-building industry. The remainder of the increase was driven by less significant Adjusted EBITDA increases across CorpAcq’s other subsidiaries in this segment.

Other Segment

Other Adjusted EBITDA decreased by £0.4 million in 2022, or 17.0%, to £1.8 million in 2022 from £2.2 million in 2021. The change in Adjusted EBITDA was primarily driven by a £0.6 million decrease at KF services. The overall decrease was partially offset by a £0.1 increase at Strategic Resources.

Non-GAAP Information

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA organic growth, and ROIC are non-GAAP measures that CorpAcq uses to supplement its results presented in accordance with IFRS as issued by the IASB. CorpAcq regularly reviews Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA organic growth, and ROIC to evaluate its business, measure its performance, identify trends affecting its business, formulate financial projections, and make strategic decisions.

Adjusted EBITDA is defined as net profit (loss) before finance expense, finance income, income tax expense, depreciation and amortization, non-core capital raise costs related to the Reorganization, non-core professional fees related to the Reorganization, and share-based compensation. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue. Adjusted EBITDA organic growth is calculated as the aggregate growth of Adjusted EBITDA of CorpAcq’s subsidiaries that have been in the portfolio and consolidated in CorpAcq’s financial results for the entirety of the periods presented. Adjusted EBITDA,

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Adjusted EBITDA margin, and Adjusted EBITDA organic growth are used by the board of directors and management of CorpAcq as a key factor in determining the quality of its earnings. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EBITDA organic growth are performance measures that CorpAcq believes are useful to investors and analysts because they help illustrate the underlying financial and business trends relating to CorpAcq’s core, recurring results of operations and also enhances comparability between periods.

ROIC is defined as adjusted net profit (loss) after tax divided by total invested capital. Adjusted net profit (loss) after tax is calculated by using net profit (loss), adjusting for amortization expense, share-based compensation, non-core capital raise costs related to the Reorganization, non-core professional fees related to the Reorganization, finance expense, finance income and income taxes. Total invested capital is calculated by taking total consolidated IFRS shareholders’ equity, plus long-term and short-term debt, less available cash and cash equivalents. CorpAcq believes ROIC is an indicator of how effective it is at achieving a return on its capital invested in acquisitions. A higher ROIC may reflect that CorpAcq is achieving a favorable return on its acquisitions, while a lower ROIC may reflect that there is opportunity to achieve additional return from CorpAcq’s acquisitions. ROIC does not necessarily correspond with changes in revenue. CorpAcq believes that changes in its total consolidated IFRS net profit are correlated with its total invested capital over the long term. As discussed above, CorpAcq expects to continue to make frequent acquisitions. As CorpAcq acquires more subsidiaries, both total invested capital and net profit are expected increase alongside anticipated growth of CorpAcq’s existing subsidiaries.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA organic growth, and ROIC are not recognized measures under IFRS and are not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly-titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing CorpAcq’s non-GAAP measures to any similarly-titled measures used by other companies. These non-GAAP measures exclude certain items required by IFRS and should not be considered as alternatives to information reported in accordance with IFRS.

The tables below present CorpAcq’s Adjusted EBITDA, reconciled to its net profit (loss) for the periods indicated:

​	Six Months Ended June 30,
(in thousands, except for profit margin, Adjusted EBTIDA margin, and Adjusted EBITDA organic growth)	2023			2022
Net profit (loss)	​	£	(465)	​	£	2,659
Adjusted for:	​	​	​	​	​	​
Finance expense	​	​	31,256	​	​	22,679
Finance income	​	​	(147)	​	​	(23)
Income tax expense	​	​	3,217	​	​	2,429
Depreciation and amortization	​	​	23,045	​	​	20,382
Non-core capital raise costs related to the Reorganization(1)	​	​	—	​	​	1,804
Non-core professional fees related to the Reorganization(2)	​	​	—	​	​	2,174
Share-based compensation	​	​	3,664	​	​	784
Adjusted EBITDA	​	£	60,570	​	£	52,888
Revenue	​	​	341,555	​	​	305,754
Profit margin	​	​	(0.1)%	​	​	0.9%
Adjusted EBITDA margin	​	​	17.7%	​	​	17.3%
Adjusted EBITDA organic growth	​	​	10.7%	​	​	n.m.

(1)

Non-core capital raise costs related to the Reorganization represents bonuses paid to employees in connection with the successful completion of the Reorganization that were considered outside CorpAcq’s normal course of operations given the non-recurring nature of the Reorganization.

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(2)

Non-core professional fees related to the Reorganization primarily represent professional fees paid to third parties that advised CorpAcq on legal, accounting, and strategy matters on the Reorganization.

​	Year ended December 31,
(in thousands, except for profit margin and adjusted EBITDA margin)	2022			2021
Net profit (loss)	​	£	(1,588)	​	£	5,051
Adjusted for:	​	​	​	​	​	​
Finance expense	​	​	54,712	​	​	44,479
Finance income	​	​	(290)	​	​	(187)
Income tax expense	​	​	6,983	​	​	10,624
Depreciation and amortization	​	​	42,635	​	​	38,276
Non-core capital raise costs related to the Reorganization(1)	​	​	1,804	​	​	—
Non-core professional fees related to the Reorganization(2)	​	​	2,174	​	​	—
Share-based compensation	​	​	1,940	​	​	814
Adjusted EBITDA	​	£	108,370	​	£	99,057
Revenue	​	​	633,222	​	​	557,332
Profit margin	​	​	(0.3)%	​	​	0.9%
Adjusted EBITDA margin	​	​	17.1%	​	​	17.8%
Adjusted EBITDA organic growth	​	​	5.6%	​	​	n.m.

(1)

Non-core capital raise costs related to the Reorganization represents bonuses paid to employees in connection with the successful completion of the Reorganization that were considered outside CorpAcq’s normal course of operations given the non-recurring nature of the Reorganization.

(2)

Non-core professional fees related to the Reorganization primarily represent professional fees paid to third parties that advised CorpAcq on legal, accounting, and strategy matters on the Reorganization.

The table below presents CorpAcq’s ROIC, reconciled to its net profit (loss) for the periods indicated:

​	Twelve months ended
(in thousands, except ROIC)	June 30, 2023			December 31, 2022			December 31, 2021
Net profit (loss)	​	​	(4,712)	​	​	(1,588)	​	​	5,051
Adjusted for:	​	​	​	​	​	​	​
Amortization expense	​	​	4,861	​	​	4,623	​	​	3,898
Share-based compensation	​	​	4,820	​	​	1,940	​	​	814
Non-core capital raise costs related to the Reorganization	​	​	—	​	​	1,804	​	​	—
Non-core professional fees related to the Reorganization	​	​	—	​	​	2,174	​	​	—
Finance expense	​	​	63,289	​	​	54,712	​	​	44,479
Finance income	​	​	(414)	​	​	(290)	​	​	(187)
Income tax adjustment(1)	​	​	(7,326)	​	​	(7,389)	​	​	(3,532)
Adjusted net profit after tax	​	£	60,519	​	£	55,986	​	£	50,523
Shareholders’ Equity	​	​	(95,026)	​	​	(96,717)	​	​	(10,406)
Adjusted for:	​	​	​	​	​	​	​
Long-term debt(2)	​	​	237,854	​	​	383,998	​	​	330,474
Short-term debt(3)	​	​	288,234	​	​	136,000	​	​	61,260
Cash and cash equivalents	​	​	(48,942)	​	​	(60,220)	​	​	(50,100)
Total invested capital	​	£	382,120	​	£	363,061	​	£	331,228
Return on Invested Capital(4)	​	​	15.8%	​	​	15.4%	​	​	15.3%

(1)

The income tax adjustment is calculated using an adjusted effective tax rate for the twelve months

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ended December 31, 2022, and December 31, 2021, of 20.4% and 21.9%, respectively. The adjusted effective tax rate of 20% for the twelve months ended June 30, 2023 represents a blended adjusted effective tax rate for the periods included in the calculation. The adjusted effective tax rate is calculated based on CorpAcq’s effective tax rate, excluding the tax impact related to amortization, share-based compensation, interest on preference shares issued as part of the Reorganization, gains or losses related to written put option on non-controlling interests and puttable warrants, and, for 2021, the change in United Kingdom statutory tax rates from 19% to 25%. See Note 9, Income taxes, to the Audited Annual Financial Statements for more detail.

(2)

Long-term debt includes the non-current liability amounts related to interest-bearing loans and borrowings, deferred consideration, and CorpAcq’s gross obligation under put options from the Consolidated statement of financial position as of December 31, 2022, December 31, 2021, and June 30, 2023.

(3)

Short-term debt includes the current liability amounts related to loans payable to related parties, interest-bearing loans and borrowings, deferred consideration, and CorpAcq’s gross obligation under put options from the Consolidated statement of financial position as of December 31, 2022, December 31, 2021, and June 30, 2023.

(4)

ROIC is presented for the last twelve months ended June 30, 2023. Similar information is not available for the last twelve months ended June 30, 2022, and therefore is not presented.

Liquidity and Capital Resources

CorpAcq measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital and capital expenditures needs, contractual obligations, debt service, acquisitions, and other commitments with cash flows from operations and other sources of funding. Each individual subsidiary primarily manages its own liquidity and typically funds its operations, including working capital needs, capital investments in manufacturing or rental plant and equipment, interest payments on debt, and lease payments, through cash generated from operations, and in certain cases, short- or long-term debt financing. CorpAcq expects each individual subsidiary to continue to fund its own operations in the future. At the CorpAcq level, other than initial equity raises upon formation, CorpAcq has historically financed its operations primarily through a combination of short- and long-term debt financing. CorpAcq’s major uses of cash held at the CorpAcq level include principal and interest payments on debt, payment of income taxes, and purchases of additional subsidiaries.

The cash proceeds from the Business Combination are expected to provide a minimum of approximately £100 million of cash to CorpAcq’s balance sheet. CorpAcq primarily expects to use cash proceeds from the Business Combination to continue to grow its business through acquisitions of additional subsidiaries.

The table below summarizes the maturity profile of CorpAcq’s financial liabilities based on contractual undiscounted payments as of June 30, 2023.

As of June 30, 2023	On demand to 12 months			1 to 2 years		2 to 5 years		>5 years		Total
(in thousands)	​	​	​	​	​	​	​	​	​	​	​
Interest-bearing loans and borrowings	​	£	249,412	​	121,676	​	74,791	​	134,100	​	579,979
Lease liabilities	​	​	26,522	​	17,279	​	23,197	​	8,953	​	75,951
Loans payable to related parties	​	​	7,125	​	—	​	—	​	—	​	7,125
Written put option on non-controlling interests and puttable warrants	​	​	75,414	​	17,924	​	1,372	​	—	​	94,710
Trade and other payables (as restated)(1)	​	​	109,457	​	—	​	—	​	—	​	109,457

(1)

Subsequent to the issuance of CorpAcq’s Unaudited Interim Financial Statements as of and for the six months ended June 30, 2023, we identified an error related to accrued expenses for inventory in-transit. See Note 1, Corporate information to the Unaudited Interim Financial Statements for additional information.

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Interest-bearing Loans and Borrowings and Equity Issuances

The majority of CorpAcq’s £421.5 million of debt as of June 30, 2023 is held at the CorpAcq level. CorpAcq-level debt is primarily comprised of a £200.0 million Facility Agreement with Alcentra Limited (the “Alcentra Facility”) and liability-classified preference shares issued as part of the Reorganization, which had balances as of June 30, 2023 of £197.1 million and £106.4 million, respectively.

The Alcentra Facility was originally entered into on August 23, 2013 and has been amended several times. Of the £200.0 million Alcentra Facility, which bore interest at a rate between 7% and 8% per annum, £120.0 million was due on June 15, 2024, and £80.0 million was due on April 4, 2025. The loan was secured by way of a fixed and floating charge over the specific assets within CorpAcq. The Alcentra Facility was refinanced in January 2024. The refinancing is discussed in further detail below.

As of the beginning of 2021, the Alcentra Facility was subject to an interest covenant, leverage covenant, and a cashflow covenant. In the first quarter of 2021, CorpAcq breached the leverage covenant in the Alcentra Facility. CorpAcq received a waiver on the leverage covenant breach, and the related covenant was revised in a December 2021 amendment to the Alcentra Facility. Under the December 2021 amendment, the Alcentra Facility was subject to two financial covenants measured as of the last day of each calendar quarter as follows:

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Leverage covenant:   The leverage covenant is calculated as a ratio of Covenant Net Debt to Covenant Adjusted EBITDA for each twelve-month period ending on the last day of each calendar quarter. The ratio of Covenant Net Debt to Covenant Adjusted EBITDA is required to be below a certain ratio, where the ratio decreases each fiscal quarter, ranging from 5.11:1 on December 31, 2021 to 3.60:1 on March 31, 2025. Covenant Net Debt is governed by the Alcentra Facility, and is defined as the aggregate amount of borrowings, but (1) excluding any such obligations to any subsidiaries, (2) including the capitalized value of finance leases, and (3) deducting the aggregate amount of cash and cash equivalents held by any wholly owned subsidiary. Under the Alcentra Facility, Covenant EBITDA is defined as consolidated operating profit before taxes before (1) deducting interest and similar fees, (2) taking into account any exceptional items, (3) deducting any acquisition costs, (4) taking into account any unrealized gains or losses on financial instruments or revaluation of other assets, and (5) taking into account pension items and after (1) adding back any amount attributable to the amortization, depreciation or impairment of assets and (2) excluding the charge to profit represented by the expensing of stock options. The calculation of Covenant Adjusted EBITDA is governed by the Alcentra Facility, which differs from the Adjusted EBITDA measure discussed above in the “Non-GAAP Information” section. Under the Alcentra Facility, Covenant Adjusted EBITDA is equal to Covenant EBITDA, as defined above, adjusted by any cost synergies, restructuring and cost savings that CorpAcq reasonably expects to achieve.

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Liquidity covenant:   The liquidity covenant that assesses cash and cash equivalents within CorpAcq. The minimum liquidity covenant requires CorpAcq to have a minimum of £10.0 million of readily available cash and cash equivalents, which are defined as liquid assets having a maturity of up to one year, of which a minimum of £5.0 million must be legally and beneficially held by CorpAcq Limited only.

Subsequent to the December 2021 amendment, CorpAcq has been in compliance with the covenants of the Alcentra Facility.

In accordance with the Alcentra Facility, CorpAcq would have been required to make a balloon payment of £120.0 million on June 15, 2024. Based on CorpAcq’s other contractual commitments and cash forecasts, CorpAcq did not expect it would be able to make the balloon payment utilizing existing cash on hand and cash available from other undrawn bank facilities without refinancing the Alcentra Facility. As a result, CorpAcq’s Audited Annual Financial Statements indicate that there is material uncertainty that casts substantial doubt upon CorpAcq’s ability to continue as a going concern. The Audited Annual Financial Statements and Unaudited Interim Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to the issuance of the Audited Annual Financial Statements, on January 19, 2024, CorpAcq entered into a new senior secured multi-tranche facility agreement with UBS AG London Branch (the “UBS

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Facility”) and a multi-series note subscription agreement with various funds managed by Crestline Management, L.P. (the “Crestline Notes,” together with the UBS Facility, the “2024 Facilities”) for up to a combined £300.0 million. Proceeds from the 2024 Facilities are being used, among other reasons, to refinance the previous Alcentra Facility, to discharge other financial indebtedness of the group, including redeeming financial indebtedness outstanding in relation to bonds issued by Maddox Bidco Limited, and the remaining available proceeds are expected to be used to support future acquisitions. The terms of the UBS Facility and Crestline Notes are similar in nature. The UBS Facility is split into Facility A, Facility B, and Facility C (each, as defined in the 2024 Facilities) of £50.0 million each. The Crestline Notes are split into Series A Notes, Series B Notes, and Series C Notes (each, as defined in the 2024 Facilities) of £50.0 million each. In accordance with the 2024 Facilities, Facility A, Facility B, the Series A Notes, and the Series B Notes are being fully drawn to extinguish the Alcentra Facility. Equal portions of Facility C and the Series C Notes are being partially drawn down to discharge other indebtedness of the group. The 2024 Facilities give CorpAcq the right to pay down up to £50.0 million of Facility B and up to £50.0 million of the Series B Notes with proceeds from the Business Combination. If CorpAcq exercises this right, CorpAcq may redraw on any undrawn portion of Facility B or the Series B Notes until the earlier of (i) 24 months after the closing date of the 2024 Facilities or (ii) 18 months after the Business Combination. Facility C and the Series C Notes are available for 24 months after the closing date with an option to extend up to £50.0 million of unused availability by an additional 18 months with consent of the lenders. The 2024 Facilities are collateralized by CorpAcq’s portfolio companies. The 2024 Facilities also include an uncommitted incremental £100.0 million facility. As a result of this refinancing, the Company expects to have sufficient liquidity to meet its obligations, working capital and capital expenditure requirements for at least one year.

The 2024 Facilities mature in January 2028, and bears interest at the higher of 1.5% or the Daily Sterling Overnight Index Average (SONIA) Rate, plus a margin between 5.25% and 6.5% depending on the Company’s Covenant Net Debt to Covenant EBITDA ratio and compliance with the 2024 Facilities, both of which are defined below. Interest is due on a quarterly basis, subject to certain limited exceptions, beginning on March 31, 2024. CorpAcq paid a £4.5 million upfront fee in connection with the 2024 Facilities in January 2024. The 2024 Facilities are also subject to a commitment fee of 1.5% per annum on committed but undrawn parts of the Facility B, the Series B Notes, Facility C, and the Series C Notes.

The 2024 Facilities are subject to three financial covenants measured at the end of each calendar quarter as follows:

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Loan-to-value covenant:   The loan-to-value (LTV) covenant is calculated as a ratio of (a) the aggregate amount of the loans and notes outstanding under the 2024 Facilities less the cash balance pledged as security in blocked accounts to (b) the collateral value. This ratio shall not exceed 30%.

Collateral value is specifically defined in the 2024 Facilities as the sum of CorpAcq’s interest in the Covenant Equity Value of all Eligible Operating Companies, after deducting the aggregate amount of any Eligible Operating Company debt not already taken into account in calculating the Eligible Operating Company’s Covenant Equity Value (excluding any intra-group loans).

An Eligible Operating Company is defined in the 2024 Facilities as an operating Company that meets certain criteria, including meeting leverage and interest cover covenants similar to those described below that apply at the consolidated level. In addition, Eligible Operating Companies must be more than 50% owned by CorpAcq, meet certain requirements related to incorporation, jurisdictions, and industries, and cannot be in default of any debt or insolvent.

Covenant Equity Value is defined in the 2024 Facilities as 1) Covenant Operating Company EBITDA multiplied by either 10 if the Business Combination is completed or 9 otherwise; less 2) Covenant Net Debt at the operating company level, which is defined below.

Covenant Operating Company EBITDA is defined as the operating company’s profit (1) before taxation, (2) before deducting any management fees payable to CorpAcq, (3) not including any interest owed to the operating company (4) after adding back any amount attributable to the amortization or depreciation or impairment of assets of the operating company, (5) before taking into account any exceptional items (defined as any material items of an unusual or non-recurring nature which represent gains or losses), unrealized gains or losses on any financial instrument, any gain or loss

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arising from an upward or downward revaluation of any other asset at any time after 31 December 2022 and any pension items and (6) excluding the charge to profit represented by the expensing of stock options.

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Leverage covenant:   The leverage covenant is calculated as a ratio of Covenant Net Debt to Covenant Adjusted EBITDA. The ratio of Covenant Net Debt to Covenant Adjusted EBITDA shall not exceed 3.50:1.

Covenant Net Debt is governed by the 2024 Facilities, and is defined as the aggregate amount of borrowings, including, in the case of finance leases only, their capitalized value, excluding any obligations under CorpAcq’s intra-group loans, portfolio company loans and subordinated loans and deducting the aggregate amount of cash and equivalent investments.

Covenant EBTIDA is defined as the consolidated operating profit (1) before taxation, (2) excluding the results of discontinued operations, (3) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalized by any portfolio company, (4) not including any accrued interest owed to any portfolio company, (5) after adding back any amount attributable to the amortization or depreciation or impairment of assets of portfolio companies, (6) before taking into account any exceptional items (defined as any material items of an unusual or non-recurring nature which represent gains or losses ), unrealized gains or losses on any financial instrument, any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2022 and any pension items and (7) excluding the charge to profit represented by the expensing of stock options.

Covenant Adjusted EBITDA is Covenant EBITDA adjusted by (1) including operating profit before interest, tax, depreciation and amortization of a portfolio company (or attributable to a business or assets) for the part of the period prior to its becoming a portfolio company or prior to the acquisition of the business or assets and (2) excluding the operating profit before interest, tax, depreciation and amortization attributable to any portfolio company (or to any business or assets) disposed of during the period for the entire period. Covenant Adjusted EBITDA is governed by the 2024 Facilities, which differs from the Adjusted EBITDA measure discussed in the section “— Non-GAAP Information”.

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Interest cover covenant:   The interest cover covenant is calculated as a ratio of CorpAcq’s Covenant Operating Cash Flow to Covenant Net Finance Charges, each as defined in the 2024 Facilities. The interest cover ratio shall exceed 2.2:1.

Covenant Operating Cash Flow is calculated as Covenant Adjusted EBITDA for that period after, adding (1) the decrease in the working capital for the period, (2) cash receipts during the period in respect of any Exceptional Items not already considered in Covenant Adjusted EBITDA, (3)  dividends or other profit distributions received in cash during the period to the extent not already taken into accounting in determining Covenant Adjusted EBITDA, (4) any increase in provisions, other non-cash debits and other non-cash charges to the extent taken into account in establishing group Covenant Adjusted EBITDA and deducting (1) the amount of any increase in working capital for the period, (2) cash payments during the period in respect of any Exceptional Items not already considered in Covenant Adjusted EBITDA, (3) dividends paid during the period to minority shareholders to the extent not already deducted in determining Covenant Adjusted EBITDA, (4) any non-cash credits to the extent taken into account in established Covenant Adjusted EBITDA, and (5) any cash costs of pension items during the period to the extent not taken into account establishing Covenant Adjusted EBITDA. Exceptional items are defined by the 2024 Facilities as any material items of an unusual or non-recurring nature which represent gains or losses.

Covenant Net Finance Charges are defined as, for any period, Finance Charges for the period after deducting any interest payable in that period to any portfolio company on any cash and cash equivalents. Finance Charges are defined by the 2024 Facilities as the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of borrowings paid or payable in cash or capitalized in the period.

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Since execution of the 2024 Facilities, CorpAcq has been in compliance with all 2024 Facilities covenants. In addition, the 2024 Facilities require that at all times (1) there are not fewer than 25 Eligible Operating Companies (provided this number may be reduced down to 20 as a result of a merger of two Eligible Operating Companies), (2) there are not fewer than six Eligible Operating Companies that generate a minimum of £4.0 million of Covenant Operating Company EBITDA each, and (3) there are not fewer than 12 Eligible Portfolio Companies that generate a minimum of £2.0 million of Covenant Operating Company EBITDA each. In accordance with the 2024 Facilities, CorpAcq is restricted in making certain distributions. Dividend payments on preference shares, which are discussed further below, are permitted. Dividends to ordinary shareholders are permitted if certain criteria are met, including certain leverage requirements defined in the 2024 Facilities. Refer to the 2024 Facilities for additional details. The foregoing summary of the 2024 Facilities is not complete and is qualified in its entirety by the terms and conditions of such agreement, attached to the Registration Statement as Exhibits 10.31 and 10.32.

As part of the Reorganization, CorpAcq issued 102 million preference shares, for £1 each and £3.2 million of Ordinary Shares. The preference shares pay a fixed cumulative preferential quarterly dividend at an annual rate of 15%. After December 31, 2024, there are subsequent increases to the annual rate. The preference shares have a maturity date of 7 years and 6 months from issuance. The preference shares are subject to a funding agreement, under which the preference shareholders are required to subscribe for additional preference shares up to £30 million, plus any additional discretionary subscriptions, to support an acquisition that meets the following criteria: (1) the target has a total enterprise value below £20 million, (2) the purchase price is no more than five times the target’s EBITDA, and (3) the target falls within CorpAcq’s existing areas of operation (with the exception that CorpAcq may use 20% of the funding for acquisitions of targets outside of CorpAcq’s existing operations). In accordance with the funding agreement, CorpAcq issued an additional 3.0 million preference shares for £1 each in connection with the acquisition of Lynton. In the second half of 2023, CorpAcq issued an additional 28 million preference shares for £1 each. Proceeds from the issuances were primarily used to fund the Heritage and Carlisle acquisitions. The additional preference shares are subject to the same terms as the original preference shares issued in conjunction with the Reorganization.

CorpAcq’s remaining interest-bearing loans and borrowings consist of several smaller borrowings facilities from banks, which are at various terms and rates as shown in Note 12, Financial assets and financial liabilities, to the Audited Annual Financial Statements and Note 10, Financial assets and financial liabilities, to the Unaudited Interim Financial Statements. The debt at CorpAcq’s subsidiaries is subject to certain financial and liquidity covenants, which include certain restrictions related to the amount of cash that is allowed to be distributed to CorpAcq Limited or CorpAcq Holdings Limited. CorpAcq Holdings Limited was formed in October of 2021 and became the parent of CorpAcq Limited in connection with the Reorganization on March 1, 2022. CorpAcq has no material assets or operations.

CorpAcq was in compliance with all covenants or received waivers for any covenant breaches under its debt agreements during the periods presented. Maddox Bidco Limited, the ultimate holding company of WPI Civil Engineering Limited, WPI Construction & Remediation Limited and WPI Surfacing Limited (collectively, “WPI”), holds debt subject to various financial covenants, including a leverage covenant. On June 30, 2021, when the balance of the debt was £23.8 million, WPI breached the leverage covenant as a result of the COVID-19 pandemic which negatively impacted the house-building sector in which WPI operates. WPI received a waiver on the leverage covenant breach, and the related covenant was revised to align with WPI’s anticipated results. Subsequent to the 2021 amendment, on June 30, 2023, when the balance of the debt was £22.5 million, WPI breached the leverage covenant as a result of a slowdown in the house-building industry caused by high mortgage rates and the increased cost of labor and materials. WPI received a waiver on the leverage covenant on September 18, 2023, and all financial covenants were removed from the agreement. As part of the amendment, the related debt was partially refinanced. On the same date, WPI repaid £7.0 million of the debt which was funded partially by new loans and partially by cash from WPI. As noted above, the WPI debt held by Maddox Bidco Limited is expected to be fully repaid in February 2024 using proceeds from the 2024 Facilities.

As of June 30, 2023, CorpAcq had £31.7 million in undrawn bank facilities.

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Loans Payable to Related Parties

CorpAcq’s £7.1 million in outstanding balance payable to related parties at June 30, 2023 is primarily comprised of a £5.9 million balance due to SSO Consulting Limited, a company where Mr. Simon Orange has an 100% ownership interest and is a director. The amounts due to SSO Consulting Limited are related to outstanding consulting fees of £4.8 million and outstanding loan arrangement balances of £1.1 million including accrued interest. No interest is charged on the outstanding consulting fees and the balance is repayable on demand. The loan balance is subject to an interest rate of 5% per annum and is fully repayable on demand. The remaining amounts due to related parties are comprised of smaller amounts due to Orange Investments One Limited, trading as Dunham Consultancy, and others. See Note 24, Related parties, to the Audited Annual Financial Statements and Note 15, Related parties, to the Unaudited Interim Financial Statements for additional information on loans payable to related parties.

Puttable Warrants and Put Options on Non-controlling Interest

CorpAcq also entered into warrant and put option agreements (puttable warrants) with third parties which can require CorpAcq to repurchase the shares issued upon exercise of such warrants. The amount that will ultimately be paid in relation to these options is dependent on the future earnings of the related subsidiary. CorpAcq entered into put options with the non-controlling shareholders of certain subsidiaries and associates, which can require CorpAcq to purchase the remaining interest in those subsidiaries and associates. In June of 2023, CorpAcq paid £1.7 million to repurchase 20% of the interests in subsidiaries held by non-controlling shareholders related to the put options.

Other Contractual Payments

See Note 19, Trade and other payables and Note 20, Leases to the Audited Annual Financial Statements for additional information on other contractual payments. CorpAcq does not have any off-balance sheet arrangements.

Cash Flows

The following table summarizes CorpAcq’s cash flows for the periods indicated:

​	Six Months Ended June 30,						​	​	​	​	​
(in thousands, except for percentages)	2023 (restated)			2022 (restated)			£ Change			% Change
Net cash provided by operating activities	​	£	17,745	​	£	13,584	​	£	4,161	​	30.6%
Net cash used in investing activities	​	​	(16,443)	​	​	(12,730)	​	​	(3,713)	​	29.2%
Net cash used in or provided by financing activities	​	​	(12,580)	​	​	2,963	​	​	(15,543)	​	(524.6)%
Net increase (decrease) in cash and cash equivalents	​	​	(11,278)	​	​	3,817	​	​	(15,095)	​	(395.5)%
Cash and cash equivalents, beginning of period	​	​	60,220	​	​	50,100	​	​	10,120	​	20.2%
Cash and cash equivalents, end of period	​	​	48,942	​	​	53,917	​	​	(4,975)	​	(9.2)%

Cash Flows Provided by Operating Activities

Net cash provided by operating activities increased by £4.2 million to £17.7 million for the six months ended June 30, 2023, from £13.6 million for the six months ended June 30, 2022.

This increase was primarily related to additional cash from operations of £10.4 million generated by new acquisitions and growth of CorpAcq’s existing subsidiaries for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Net cash provided by operations also increased as a result of a £5.7 million increase in proceeds from the sale of rental property, plant and equipment and a £0.9 million decrease in spend on rental property, plant and equipment. The increase was offset by (1) £6.3 million of additional dividends on liability-classified preference shares paid during the six months ended June 30, 2023 compared to the six months ended June 30, 2022; (2) an increase of £5.5 million of

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interest payments resulting from an increase in interest-bearing loans and borrowings of £18.8 million period-over-period, as well as an increase in interest rates; and (3) a £1.0 million increase in taxes paid.

Cash Flows Used in Investing Activities

Net cash used in investing activities increased by £3.7 million to £16.4 million for the six months ended June 30, 2023, from £12.7 million for the six months ended June 30, 2022. The increase in cash used in investing activities was primarily due to a £6.1 million increase in cash paid for non-rental property, plant and equipment and a £3.1 million decrease in proceeds from the sale of non-rental property, plant and equipment. Net cash used in investing activities also increased as a result of a £1.7 million payment made by CorpAcq to repurchase 20% of the interests in subsidiaries held by non-controlling shareholders related to put options in June of 2023.

The increase in cash used in investing activities was partially offset by a decrease of £7.2 million in cash paid for the acquisition of subsidiaries. Cash paid, net of cash acquired, was £4.2 million for the acquisitions completed during the six months ended June 30, 2023, compared to cash paid, net of cash acquired of £11.4 million for the acquisitions completed during the six months ended June 30, 2022.

Cash Flows Provided by (Used in) Financing Activities

Net cash used in financing activities was £12.6 million for the six months ended June 30, 2023, as compared to net cash provided by financing activities of £3.0 million for the six months ended June 30, 2022. The change to net cash provided by financing activities was largely driven by the Reorganization in March 2022, which resulted in a net increase in cash from financing during the period of £11.4 million. The change to net cash provided by financing activities was also driven by (1) an increase in the amount of loan and borrowing repayments of £2.7 million; (2) an increase in lease payments of £1.8 million period-over-over period; and (3) a decrease in net proceeds from the issuance of loans and borrowings of £2.6 million period-over-period. The impact of these items was partially offset by the impact of proceeds of £3.0 million for preference shares issued in June of 2023.

The following table summarizes CorpAcq’s cash flows for the periods indicated:

​	Year ended December 31,						​	​	​	​	​
(in thousands, except for percentages)	2022			2021			£ Change			% Change
Net cash provided by operating activities	​	£	31,821	​	£	38,510	​	£	(6,689)	​	(17.4)%
Net cash used in investing activities	​	​	(22,447)	​	​	(14,956)	​	​	(7,491)	​	50.1%
Net cash used in or provided by financing activities	​	​	746	​	​	(17,054)	​	​	17,800	​	(104.4)%
Increase in cash and cash equivalents	​	​	10,120	​	​	6,500	​	​	3,620	​	55.7%
Cash and cash equivalents, beginning of period	​	​	50,100	​	​	43,600	​	​	6,500	​	14.9%
Cash and cash equivalents, end of period	​	​	60,220	​	​	50,100	​	​	10,120	​	20.2%

Cash Flows Provided by Operating Activities

Net cash provided by operating activities declined by £6.7 million to £31.8 million for the year ended December 31, 2022, from £38.5 million for the year ended December 31, 2021.

This decrease was primarily driven by (1) £9.0 million of dividends on liability-classified preference shares paid during 2022; (2) an increase of £2.6 million of interest payments resulting from an increase in interest-bearing loans and borrowings of £121.7 million; (3) a £0.6 million increase in taxes paid; (4) additional spend of £5.5 million on rental property, plant and equipment; and (5) a decrease in proceeds from the sale of rental property, plant and equipment of £1.2 million. Additional cash from operations of £12.2 million was generated by new acquisitions and growth of CorpAcq’s existing subsidiaries in 2022 compared to 2021.

Cash Flows Used in Investing Activities

Net cash used in investing activities increased by £7.5 million to £22.4 million for the year ended December 31, 2022, from £15.0 million for the year ended December 31, 2021. The increase in cash used in

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investing activities was primarily due to an £11.8 million increase in cash paid for the acquisition of subsidiaries. Cash paid, net of cash acquired, was £14.6 million for the acquisitions completed in 2022, compared to cash paid, net of cash acquired of £2.8 million for the acquisitions completed in 2021.

Net cash used in investing activities also increased due to a decrease in the receipt of deferred consideration on past disposals of £0.6 million, and a decrease in the receipt of cash payments from related parties on loans receivable of £0.6 million. The increase in cash used in investing activities was partially offset by a decrease in the payments of deferred consideration on past acquisitions of £4.5 million and an increase in the proceeds from the sale of non-rental property, plant, and equipment of £2.3 million.

Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities was £0.7 million for the year ended December 31, 2022, as compared to net cash used in financing activities of £17.1 million for the year ended December 31, 2021. The change to net cash provided by financing activities was largely driven by the Reorganization in March 2022, which resulted in a net increase in cash from financing of £11.4 million. The change to net cash provided by financing activities was also driven by a decrease in the amount of loan and borrowing repayments of £22.3 million year-over-year, due to two large repayments on existing debt facilities that occurred in 2021. Other items that contributed to the change in net cash provided by financing activities relate to the receipt of £0.5 million in cash from related parties on new loans payable to related parties in 2022 and a £1.4 payment to a related party to settle a loan payable in 2021. The impact of these items was partially offset by an increase in lease payments of £5.6 million and a decrease in net proceeds from loans and borrowings of £12.6 million.

Critical Accounting Policies

CorpAcq’s Audited Annual Financial Statements and Unaudited Interim Financial Statements have been prepared in accordance with IFRS as issued by the IASB. Preparation of the financial statements requires CorpAcq to make judgments, estimates and assumptions that impact the reported amount of revenues and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. CorpAcq considers an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on its Audited Annual Financial Statements and Unaudited Interim Financial Statements. Certain of CorpAcq’s accounting policies require the application of significant judgement by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. CorpAcq’s actual results may differ from these estimates. See Note 2, Significant accounting policies, to the Audited Annual Financial Statements and Unaudited Interim Financial Statements for additional discussion on CorpAcq’s accounting policies.

Business Combinations and Consolidation

CorpAcq accounts for business combinations using the acquisition method. Acquisition-related costs are expensed as incurred and included in “General and administrative expenses.” If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in “Other expenses, net” in the Audited Annual Financial Statements and Unaudited Interim Financial Statements. Furthermore, CorpAcq applies the pooling of interest method when the acquisition of a business is a business combination under common control. When the pooling of interest method is applied, the assets and liabilities of all combining parties will be reflected at their predecessor carrying amounts.

CorpAcq’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate assumptions and involve a significant degree of judgment. CorpAcq uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets it has acquired include, but are not limited to, future expected cash inflows and

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outflows, expected useful life, discount rates and income tax rates. CorpAcq’s estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates it is using to manage the underlying assets acquired. CorpAcq estimates the useful lives of the intangible assets based on the expected period over which it anticipates generating economic benefit from the asset. CorpAcq bases its estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual result.

Consolidation of a subsidiary begins when CorpAcq obtains control over the subsidiary and ceases when CorpAcq loses control of the subsidiary. Control is achieved when CorpAcq is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. CorpAcq re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. The assessment of control requires judgement and analysis on a structure-by-structure basis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and CorpAcq’s contractual involvement with and economic interest in the entity.

Goodwill

Goodwill is tested for impairment annually in the fourth quarter of each year and is tested between annual tests if an event occurs or circumstances change that would indicate the carry amount may be impaired. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a cash-generating unit.

For the purpose of impairment testing, goodwill has been allocated to each of CorpAcq’s cash-generating units (“CGUs”), or group of CGUs, that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. CorpAcq determines impairment for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized.

The recoverable amount of the CGU is determined by calculating its value in use (“VIU”) using an income approach, based on the present value of estimated future cash flows. There are several estimates and assumptions used in determining the present value of future cash flows, estimates of future sales, gross margins, operating costs, income tax rates, capital expenditures, changes in working capital requirements, growth rates, and discount rates. Changes in these estimates and assumptions could materially affect the determination of recoverable amounts and goodwill impairment for each CGU. CorpAcq determined that a reasonable change in the discount rates will not cause the carrying value to exceed the recoverable amount for its significant CGUs. However, circumstances and events, which could potentially cause further impairment losses, are constantly monitored by CorpAcq. See Note 11, Intangible assets and goodwill, to the Audited Annual Financial Statements for additional discussion on goodwill impairment testing.

Revenue from Contracts with Customers

CorpAcq recognizes revenue when control of goods sold has been transferred and CorpAcq’s performance obligations to its customers have been satisfied. Additionally, CorpAcq measures revenue at an amount that reflects the consideration to which CorpAcq expects to be entitled in exchange for transferring goods or services to a customer.

For certain contracts with customers, revenue is recognized over time based on a percentage of costs incurred to date bears to total projected costs. Revenue recognized is dependent on various factors subject to CorpAcq’s judgment including the accuracy of estimates made at balance sheet date such as the engineering progress, likelihood of the achievement of milestones and cost estimates. CorpAcq considers that the methods chosen are reasonable depictions of its performance in transferring control of the goods or services promised to its customers. Progress in completing such contracts may significantly affect results.

307

Sales of Industrial and Retail Products

Sales of industrial products represent revenues from the sale of manufactured industrial products and plant. Sale of retail products represent revenues from clothing retail operations. Revenue is recognized at a point in time, as control is transferred to the to the customer either at shipment or upon delivery.

Clothing retail customers are provided a right to return a transferred product during the return period. Revenue and corresponding cost of sales are recognized for parts that are not expected to be returned. The expected returns are estimated based on historical sales and returns information. At the time of the initial sale, CorpAcq recognizes a return asset for the right to recover the goods returned by the customer within “Inventories” in the consolidated statement of financial position. This asset is initially measured at the former carrying amount of the inventory. At each reporting date, both the refund liability and the return asset are re-measured to record any revisions to the expected level of returns, as well as any decreases in the value of the returned products. Changes in CorpAcq’s estimates for returns could impact the amount of revenue and cost of sales recognized.

Construction, Maintenance, and Other Services

Revenue from construction services are primarily comprised of plumbing installation, groundworks excavations, sewage works and installations, metal decking/foundation installations, and electrical installations. Revenue is recognized over time because the services are completed on assets which are owned by the customer. Revenue from maintenance and other services is primarily comprised of promises to provide repairs, maintenance, and professional services to customers. Revenues are recognized over time because the customer simultaneously receives and consumes the benefits provided to them. For certain contracts with customers, judgement is required for measuring progress towards satisfaction of the related performance obligations. Revenue is usually measured based on a percentage that costs incurred to date bears to total projected costs, or based on invoicing or contract milestones, over the course of these performance obligations. CorpAcq considers that the methods chosen are reasonable depictions of its performance in transferring control of the goods or services promised to its customers. Progress in completing such contracts may significantly affect results.

Income Taxes

CorpAcq is subject to income taxes in the United Kingdom. Significant judgement is required in evaluating CorpAcq’s uncertain tax positions and determining its provision for income taxes. Although CorpAcq believes its reserves are reasonable, no assurance can be given that the outcome of these uncertainties will not be different from that which is reflected in CorpAcq’s reserves. Reserves are adjusted considering changing facts and circumstances, such as the closing of a tax examination. Resolution of these uncertainties in a manner inconsistent with CorpAcq’s expectations could have a material impact on CorpAcq’s financial condition and operating results.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in the period that includes the date of substantive enactment. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the CorpAcq’s assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

CorpAcq evaluates uncertain positions where the tax judgement is subject to interpretation and remains to be agreed with the relevant tax authority. Provisions for uncertain income tax positions are made using judgement of the most likely tax expected to be paid or the expected value, based on a qualitative assessment of all relevant information. In assessing the appropriate provisions for uncertain items, CorpAcq considers progress made in discussions with tax authorities and expert advice on the likely outcome and recent developments in case law, legislation and guidance.

308

Leases

Under IFRS, CorpAcq applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets and recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying asset. CorpAcq determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. CorpAcq applies judgement in evaluating whether it is reasonably certain whether any options to renew or terminate the lease will be exercised. CorpAcq considers all relevant factors that create an economic incentive to exercise either the renewal or termination. After the commencement date, CorpAcq reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate which may include costs associated with terminating the lease or the availability of alternative assets.

In the event CorpAcq cannot readily determine the interest rate implicit in the lease, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. CorpAcq estimates the IBR using observable inputs, such as market interest rates, when available and is required to make to make certain entity-specific estimates, such as the subsidiary’s stand-alone credit rating.

Put Options on Noncontrolling Interest and Puttable Warrants

CorpAcq entered into put options with the non-controlling shareholders of certain subsidiaries and associates, which can require CorpAcq to purchase the remaining interest in those subsidiaries and associates. CorpAcq also entered into warrant and put option agreements (puttable warrants) with third parties which can require CorpAcq to repurchase the shares issued upon exercise of such warrants. The amount that will ultimately be paid in relation to these options is dependent on the future earnings of the related subsidiary.

Initial measurement of liabilities in respect of these written put options on non-controlling interest and puttable warrants involves judgement in determining the appropriate assumptions to be applied in the estimation of the gross redemption amount at inception. The assumptions principally relate to the future earnings of the business and the rate applied to discount the liability to present value. The future earnings of the applicable subsidiaries are estimated using different methodologies and consequently there is no one assumption that is individually material to the valuation. Discount rates between 8.5% and 10.5% have been used to discount these liabilities.

Recently Adopted and Issued Accounting Pronouncements

See Note 2, Significant accounting policies, to the Audited Annual Financial Statements and Unaudited Interim Financial Statements for recently adopted accounting pronouncements and recently issued accounting pronouncements that may have an impact on future results but that have not yet been adopted as of the date of the Audited Annual Financial Statements and Unaudited Interim Financial Statements.

Internal Control Over Financial Reporting

CorpAcq management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

As a private company, CorpAcq is not required to evaluate internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act, or Section 404. As a result of becoming a public company, the Post-Combination Company will be required, pursuant to Section 404, to furnish a report by its management on, among other things, the effectiveness of its internal control over financial reporting for its annual report on Form 20-F. This

309

assessment will need to include disclosures of any material weaknesses identified by the Post-Combination Company’s management in its internal control over financial reporting.

In the course of auditing the CorpAcq financial statements as of and for the years ended December 31, 2022 and 2021, CorpAcq and its independent registered public accounting firm identified material weaknesses in the internal control over financial reporting of CorpAcq, as well as other control deficiencies. CorpAcq’s management determined that as of June 30, 2023, and for the six month ended June 30, 2023 in the restated consolidated financial statements, those material weaknesses in the internal control over financial reporting continue to exist.

As of the years ended December 31, 2022 and 2021, and as of June 30, 2023 and for the six months ended June 30, 2023, the material weaknesses identified, at both the parent and subsidiary levels, relate to (i) inadequate design and implementation of internal controls as it relates to the assessment of proper accounting for customer contracts and revenue recognition, business combinations and other fair value measurements, the review of tax provisions and cash flow statement disclosures; (ii) lack of effective oversight over financial reporting, and internal control, including inadequate documentation of the control environment, as well as inadequate cut-off procedures related to inventory in transit; (iii) lack of adequate segregation of duties over key processes, including period end financial reporting and controls over record keeping and documentation around operational activities; (iv) lack of adequately designed information technology general controls and controls over the review of service organization reports over critical vendors for financial reporting.

CorpAcq is in the process of designing and implementing measures to improve its control environment and internal control over financial reporting. To remediate these material weaknesses, CorpAcq plans to take the following actions:

•

CorpAcq will seek to hire additional accounting and finance resources with appropriate technical accounting and reporting experience to execute key controls related to various financial reporting processes;

•

CorpAcq will seek to document, evaluate, remediate and test internal controls over financial reporting, including those that operate at a sufficient level of precision and frequency or that evidence the performance of the control; and

•

CorpAcq will seek to assess existing entity-level controls and information technology general controls and, as necessary, design and implement enhancements to such controls and processes.

CorpAcq and its independent registered public accounting firm were not required to, and did not, perform an evaluation of CorpAcq’s internal controls over financial reporting as of December 31, 2022, or any prior period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, CorpAcq cannot assure that it has identified all, or that it will not in the future have additional, material weaknesses. Material weaknesses may still exist when the Post-Combination Company reports on the effectiveness of internal controls over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of the Business Combination.

CorpAcq will monitor the effectiveness of internal control over financial reporting in the areas affected by the material weaknesses described above and will continue to perform additional procedures prescribed by management. Refer to the section “Risk Factors — Risks Related to the Post-Combination Company Public Securities” for more information on risks related to material weakness in CorpAcq’s internal controls.

Quantitative and Qualitative Disclosures About Market Risk

In addition to the risks inherent in its operations, CorpAcq is exposed to other market risks, such as interest rate risk, credit risk, foreign currency risk, and liquidity risk. Of these market risks, CorpAcq believes it is most significantly exposed to interest rate risk related to £421.5 million of CorpAcq’s outstanding debt balance as of June 30, 2023, which increased £4.5 million from the end of fiscal 2022. An unfavorable change in interest rates could adversely impact CorpAcq’s results. CorpAcq is not significantly exposed to foreign currency risk or credit risk, as it primarily transacts in a single currency — pound sterling — and does not have a significant concentration of receivables with a small number of customers. See Note 13,

310

Financial risk management, to the Audited Annual Financial Statements and Note 11, Financial risk management, to the Unaudited Interim Financial Statements for additional discussion of CorpAcq’s market risks.

311

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is to aid in the analysis of the financial aspects of the Business Combination and other events contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 combines the historical balance sheets of Churchill and CorpAcq on a pro forma basis as if the Business Combination had been consummated on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 combines the historical statements of operations of Churchill and CorpAcq for such period on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements as of and for the six months ended June 30,2023 should be read in conjunction with, the following:

•

the accompanying notes to the unaudited pro forma condensed combined financial statements;

•

the historical unaudited financial statements of Churchill as of and for the six months ended June 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus;

•

the historical unaudited financial statements of CorpAcq as of and for the six months ended June 30, 2023 (as restated) and the related notes included elsewhere in this proxy statement/​prospectus. See Note 1 for the impact of the restatement on CorpAcq’s condensed consolidated statement of financial position as at June 30, 2023; and

•

the sections entitled “Churchill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “CorpAcq’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Churchill and CorpAcq included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 should be read in conjunction with, the following:

•

the historical audited financial statements of Churchill for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus;

•

the historical audited financial statements of CorpAcq for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Combination Company.

312

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2023

​

Historical

Historical

Debt Refinancing

​

Transaction Accounting Adjustments (No Redemption Scenario) — GBP

​

Pro Forma Combined (No Redemption Scenario) — GBP

Transaction Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP

​

Pro Forma Combined (Contractual Maximum Redemption Scenario) — GBP

​

CorpAcq Holding Limited — GBP (as restated)

Churchill Capital Corp VII (Historical) — GBP, As Converted

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Property, plant and equipment

​

£

233,349

​

​

—

​

​

—

​

​

​

—

​

​

£

233,349

​

​

—

​

​

£

233,349

Goodwill

​

​

142,923

​

​

—

​

​

—

​

​

​

—

​

​

​

142,923

​

​

—

​

​

​

142,923

Other intangible assets

​

​

41,821

​

​

—

​

​

—

​

​

​

—

​

​

​

41,821

​

​

—

​

​

​

41,821

Deferred tax assets

​

​

1,693

​

​

—

​

​

—

​

​

​

—

​

​

​

1,693

​

​

—

​

​

​

1,693

Marketable securities held in Trust Account

​

​

—

​

​

474,429

​

​

—

​

​

​

(474,429)

A

​

​

—

​

​

—

​

​

​

—

Total non-current assets

​

​

419,786

​

​

474,429

​

​

—

​

​

​

(474,429)

​

​

​

419,786

​

​

—

​

​

​

419,786

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans receivable from related parties

​

​

2,793

​

​

—

​

​

—

​

​

​

—

​

​

​

2,793

​

​

—

​

​

​

2,793

Other current assets

​

​

3,330

​

​

—

​

​

—

​

​

​

—

​

​

​

3,330

​

​

—

​

​

​

3,330

Prepayments

​

​

14,977

​

​

470

​

​

1,359

M

​

​

—

​

​

​

16,806

​

​

—

​

​

​

16,806

Inventories

​

​

48,599

​

​

—

​

​

—

​

​

​

—

​

​

​

48,599

​

​

—

​

​

​

48,599

Trade receivables

​

​

93,932

​

​

—

​

​

—

​

​

​

—

​

​

​

93,932

​

​

—

​

​

​

93,932

Contract assets

​

​

10,015

​

​

—

​

​

—

​

​

​

—

​

​

​

10,015

​

​

—

​

​

​

10,015

Cash and cash equivalents

​

​

48,942

​

​

2,754

​

​

5,598

M

​

​

474,429

A

​

​

83,727

​

​

(258,108)

K

​

​

93,141

​

​

​

​

​

​

​

​

​

—

​

​

​

(46,456)

B

​

​

​

​

​

167,522

G

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(167,522)

G

​

​

​

​

​

100,000

N

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(136,953)

I

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

2,935

L

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(100,000)

N

​

​

​

​

​

—

​

​

​

​

Total current assets

​

​

222,588

​

​

3,224

​

​

6,957

​

​

​

26,433

​

​

​

259,202

​

​

9,414

​

​

​

268,616

Total Assets

​

£

642,374

​

£

477,653

​

£

6,957

​

​

£

(447,996)

​

​

£

678,988

​

£

9,414

​

​

£

688,402

LIABILITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing loans and borrowings

​

£

216,933

​

£

—

​

£

53,123

M

​

£

(102,575)

I

​

£

167,481

​

£

97,930

N

​

£

265,411

Lease liabilities

​

​

46,585

​

​

—

​

​

—

​

​

​

—

​

​

​

46,585

​

​

—

​

​

​

46,585

Other liabilities

​

​

1,543

​

​

—

​

​

—

​

​

​

—

​

​

​

1,543

​

​

—

​

​

​

1,543

Deferred consideration

​

​

4,826

​

​

—

​

​

—

​

​

​

—

​

​

​

4,826

​

​

—

​

​

​

4,826

Gross obligations under put options

​

​

16,095

​

​

—

​

​

—

​

​

​

—

​

​

​

16,095

​

​

—

​

​

​

16,095

Deferred tax liabilities

​

​

20,958

​

​

—

​

​

—

​

​

​

—

​

​

​

20,958

​

​

—

​

​

​

20,958

Deferred legal fee

​

​

—

​

​

21

​

​

—

​

​

​

—

​

​

​

21

​

​

—

​

​

​

21

Deferred underwriting fee payable

​

​

—

​

​

38,251

​

​

—

​

​

​

(38,251)

B

​

​

—

​

​

—

​

​

​

—

Total non-current liabilities

​

​

306,940

​

​

38,272

​

​

53,123

​

​

​

(140,826)

​

​

​

257,509

​

​

97,930

​

​

​

355,439

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans payable to related parties

​

​

7,125

​

​

—

​

​

—

​

​

​

—

​

​

​

7,125

​

​

—

​

​

​

7,125

Interest-bearing loans and borrowings, current portion

​

​

204,584

​

​

—

​

​

(42,048)

M

​

​

(3,845)

I

​

​

60,761

​

​

—

​

​

​

60,761

​

​

​

​

​

​

​

​

​

—

​

​

​

(97,930)

N

​

​

​

​

​

—

​

​

​

​

Lease liabilities, current portion

​

​

24,755

​

​

—

​

​

—

​

​

​

—

​

​

​

24,755

​

​

—

​

​

​

24,755

Deferred consideration, current portion

​

​

2,273

​

​

—

​

​

—

​

​

​

—

​

​

​

2,273

​

​

—

​

​

​

2,273

Gross obligations under put options, current portion

​

​

74,252

​

​

—

​

​

—

​

​

​

—

​

​

​

74,252

​

​

—

​

​

​

74,252

Income taxes payable

​

​

2,645

​

​

1,517

​

​

—

​

​

​

—

​

​

​

4,162

​

​

—

​

​

​

4,162

Contract liabilities

​

​

5,369

​

​

—

​

​

—

​

​

​

—

​

​

​

5,369

​

​

—

​

​

​

5,369

Trade and other payables

​

​

109,457

​

​

—

​

​

—

​

​

​

—

​

​

​

109,457

​

​

—

​

​

​

109,457

Warrant liabilities

​

​

—

​

​

6,675

​

​

—

​

​

​

(2,062)

E

​

​

—

​

​

—

​

​

​

—

​

​

​

​

​

​

​

​

​

—

​

​

​

(4,613)

F

​

​

​

​

​

—

​

​

​

​

Class C liability portion

​

​

—

​

​

—

​

​

—

​

​

​

9,628

F

​

​

14,320

​

​

(2,008)

F

​

​

12,312

​

​

​

​

​

​

​

​

​

—

​

​

​

4,692

G

​

​

​

​

​

—

​

​

​

​

Earn out liability

​

​

—

​

​

—

​

​

—

​

​

​

8,388

E

​

​

17,846

​

​

(2,244)

E

​

​

17,635

​

​

​

​

​

​

​

​

​

—

​

​

​

9,458

G

​

​

​

​

​

2,033

G

​

​

​

313

​

Historical

Historical

Debt Refinancing

​

Transaction Accounting Adjustments (No Redemption Scenario) — GBP

​

Pro Forma Combined (No Redemption Scenario) — GBP

Transaction Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP

​

Pro Forma Combined (Contractual Maximum Redemption Scenario) — GBP

​

CorpAcq Holding Limited — GBP (as restated)

Churchill Capital Corp VII (Historical) — GBP, As Converted

Accrued expenses

​

​

—

​

​

499

​

​

—

​

​

​

(163)

B

​

​

336

​

​

—

​

​

​

336

Excise tax liability

​

​

—

​

​

6,465

​

​

—

​

​

​

—

​

​

​

6,465

​

​

—

​

​

​

6,465

Extension Promissory Note – related party

​

​

—

​

​

1,584

​

​

—

​

​

​

—

​

​

​

1,584

​

​

—

​

​

​

1,584

Total current liabilities

​

​

430,460

​

​

16,740

​

​

(42,048)

​

​

​

(76,447)

​

​

​

323,705

​

​

(2,219)

​

​

​

326,486

Total Liabilities

​

​

737,400

​

​

55,012

​

​

11,075

​

​

​

(217,273)

​

​

​

586,214

​

​

95,711

​

​

​

681,925

Redeemable equity Class A common stock subject to possible redemption

​

​

—

​

​

473,432

​

​

—

​

​

​

(473,432)

C

​

​

—

​

​

—

​

​

​

—

Total Redeemable equity

​

​

—

​

​

473,432

​

​

—

​

​

​

(473,432)

​

​

​

—

​

​

—

​

​

​

—

EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shareholder’s equity (deficit)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Issued capital

​

​

722

​

​

—

​

​

—

​

​

​

(722)

D

​

​

—

​

​

—

​

​

​

—

Class B common stock

​

​

—

​

​

2

​

​

—

​

​

​

(2)

E

​

​

—

​

​

—

​

​

​

—

Ordinary A1 Shares

​

​

—

​

​

—

​

​

—

​

​

​

46

C

​

​

93

​

​

(25)

K

​

​

86

​

​

​

​

​

​

​

​

​

—

​

​

​

47

G

​

​

​

​

​

18

G

​

​

​

Class B shares

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class C-1 shares

​

​

—

​

​

—

​

​

—

​

​

​

2,186

F

​

​

2,186

​

​

—

​

​

​

2,186

Class C-2 shares

​

​

—

​

​

—

​

​

—

​

​

​

1,109

F

​

​

2,297

​

​

—

​

​

​

2,297

​

​

​

​

​

​

​

​

​

—

​

​

​

1,188

G

​

​

​

​

​

—

​

​

​

​

Share premium

​

​

(70,247)

​

​

—

​

​

—

​

​

​

5,869

B

​

​

236,603

​

​

(258,083)

K

​

​

145,312

​

​

​

​

​

​

​

​

​

—

​

​

​

473,386

C

​

​

​

​

​

(1,738)

B

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(47,742)

D

​

​

​

​

​

2,244

E

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(6,324)

E

​

​

​

​

​

2,008

F

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(8,310)

F

​

​

​

​

​

165,471

G

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(182,907)

G

​

​

​

​

​

4,200

H

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(8,110)

H

​

​

​

​

​

(5,393)

J

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(28,108)

I

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

109,096

J

​

​

​

​

​

—

​

​

​

​

Other reserves

​

​

(1,037)

​

​

—

​

​

—

​

​

​

—

​

​

​

(1,037)

​

​

—

​

​

​

(1,037)

Accumulated deficit

​

​

(26,040)

​

​

(50,793)

​

​

(4,118)

M

​

​

(13,911)

B

​

​

(157,054)

​

​

1,738

B

​

​

(147,853)

​

​

​

​

​

​

​

​

​

—

​

​

​

48,464

D

​

​

​

​

​

5,393

J

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(2,425)

I

​

​

​

​

​

2,070

N

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(109,096)

J

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

2,935

L

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

(2,070)

N

​

​

​

​

​

—

​

​

​

​

Total shareholder’s equity

​

​

(96,602)

​

​

(50,791)

​

​

(4,118)

​

​

​

234,599

​

​

​

83,088

​

​

(82,097)

​

​

​

991

Non-controlling interests

​

​

1,576

​

​

—

​

​

—

​

​

​

8,110

H

​

​

9,686

​

​

(4,200)

H

​

​

5,486

Total non-controlling interests

​

​

1,576

​

​

—

​

​

—

​

​

​

8,110

​

​

​

9,686

​

​

(4,200)

​

​

​

5,486

Total Equity

​

​

(95,026)

​

​

(50,791)

​

​

(4,118)

​

​

​

242,709

​

​

​

92,774

​

​

(86,297)

​

​

​

6,477

Total Liability, Redeemable Equity and Equity

​

£

642,374

​

£

477,653

​

£

6,957

​

​

£

(447,996)

​

​

£

678,988

​

£

9,414

​

​

£

688,402

314

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED JUNE 30, 2023

​

Historical

Historical

Debt Refinancing

​

Transaction Accounting Adjustments (No Redemption Scenario) — GBP

​

Pro Forma Combined (No Redemption Scenario) — GBP

Transaction Accounting Adjustments (Contractual Maximum Redemption Scenario) — GBP

​

Pro Forma Combined (Contractual Maximum Redemption Scenario) — GBP

​

CorpAcq Holding Limited — GBP

Churchill Capital Corp VII (Historical) — GBP, As Converted

Revenue

​

£

341,555

​

​

—

​

​

—

​

​

​

—

​

​

£

341,555

​

​

—

​

​

£

341,555

Cost of sales

​

​

214,015

​

​

—

​

​

—

​

​

​

—

​

​

​

214,015

​

​

—

​

​

​

214,015

Gross profit

​

​

127,540

​

​

—

​

​

—

​

​

​

—

​

​

​

127,540

​

​

—

​

​

​

127,540

Selling and distribution expenses

​

​

18,321

​

​

—

​

​

—

​

​

​

—

​

​

​

18,321

​

​

—

​

​

​

18,321

General and administrative expenses

​

​

73,522

​

​

—

​

​

—

​

​

​

500

II

​

​

74,022

​

​

—

​

​

​

74,022

Other expenses, net

​

​

1,836

​

​

—

​

​

—

​

​

​

—

​

​

​

1,836

​

​

—

​

​

​

1,836

Formation and operating costs

​

​

—

​

​

1,998

​

​

—

​

​

​

(243)

GG

​

​

1,755

​

​

—

​

​

​

1,755

Operating profit/(loss)

​

​

33,861

​

​

(1,998)

​

​

—

​

​

​

(257)

​

​

​

31,606

​

​

—

​

​

​

31,606

Change in fair value of Warrant Liabilities

​

​

—

​

​

(4,383)

​

​

—

​

​

​

4,383

EE

​

​

—

​

​

—

​

​

​

—

Interest earned on marketable securities held in Trust Account

​

​

—

​

​

19,778

​

​

—

​

​

​

(19,778)

BB

​

​

—

​

​

—

​

​

​

—

Unrealized gain (loss) on marketable securities held in Trust Account

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Change in fair value of class C liability portion

​

​

—

​

​

—

​

​

—

​

​

​

(3,029)

EE

​

​

(3,029)

​

​

—

​

​

​

(3,029)

Finance expense

​

​

31,256

​

​

—

​

​

(5,908)

KK

​

​

(8,415)

CC

​

​

16,933

​

​

4,617

KK

​

​

21,550

Finance income

​

​

147

​

​

—

​

​

—

​

​

​

—

​

​

​

147

​

​

—

​

​

​

147

Profit/(loss) before income tax

​

​

2,752

​

​

13,397

​

​

5,908

​

​

​

(10,266)

​

​

​

11,791

​

​

(4,617)

​

​

​

7,174

Income tax expense

​

​

3,217

​

​

4,863

​

​

—

​

​

​

(3,532)

JJ

​

​

4,548

​

​

1,154

JJ

​

​

5,702

Profit/(loss) for the year

​

​

(465)

​

​

8,534

​

​

5,908

​

​

​

(6,734)

​

​

​

7,243

​

​

(5,771)

​

​

​

1,472

Non-controlling interests

​

​

535

​

​

—

​

​

—

​

​

​

470

DD

​

​

1,005

​

​

(389)

DD

​

​

616

Equity holders of the parent

​

£

(1,000)

​

£

8,534

​

£

5,908

​

​

£

(7,204)

​

​

£

6,238

​

£

(5,382)

​

​

£

856

Weighted average ordinary shares – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Legacy Shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A1 Shares

​

​

494,220,000

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class A2 Shares

​

​

222,293,413

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class D Shares

​

​

2

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class A Shares

​

​

—

​

​

118,448,373

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class B Shares

​

​

—

​

​

34,500,000

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

PubCo Ordinary shares

​

​

—

​

​

—

​

​

—

​

​

​

—

HH

​

​

117,245,222

​

​

—

HH

​

​

108,353,376

Earnings (loss) per share – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Legacy Shares

​

​

n/a

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class A1 Shares

​

​

(0.00)

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class A2 Shares

​

​

(0.00)

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class D Shares

​

​

(12,500)

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class A Shares

​

​

—

​

​

0.06

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class B Shares

​

​

—

​

​

0.06

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

PubCo Ordinary shares

​

​

—

​

​

—

​

​

—

​

​

​

—

HH

​

​

0.05

​

​

—

HH

​

​

0.01

315

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022

​

Historical

Historical

Debt Refinancing

​

Transaction Accounting Adjustments (Assuming No Redemption)

​

Pro Forma Combined (Assuming No Redemption)

Transaction Accounting Adjustments (Assuming Maximum Redemption)

​

Pro Forma Combined (Assuming Maximum Redemption)

​

CorpAcq Holding Limited (Historical) — GBP

Churchill Capital Corp VII (Historical) — GBP

Revenue

​

£

633,222

​

​

—

​

​

—

​

​

​

—

​

​

£

633,222

​

​

—

​

​

£

633,222

Cost of sales

​

​

404,685

​

​

—

​

​

—

​

​

​

—

​

​

​

404,685

​

​

—

​

​

​

404,685

Gross profit

​

​

228,537

​

​

—

​

​

—

​

​

​

—

​

​

​

228,537

​

​

—

​

​

​

228,537

Selling and distribution expenses

​

​

35,826

​

​

—

​

​

—

​

​

​

—

​

​

​

35,826

​

​

—

​

​

​

35,826

General and administrative expenses

​

​

130,889

​

​

—

​

​

—

​

​

​

1,000

II

​

​

131,889

​

​

—

​

​

​

131,889

Other expenses, net

​

​

2,005

​

​

—

​

​

—

​

​

​

13,911

AA

​

​

127,366

​

​

(1,738)

AA

​

​

125,628

​

​

​

​

​

​

​

​

​

—

​

​

​

111,450

FF

​

​

​

​

​

—

​

​

​

​

Formation and operating costs

​

​

—

​

​

1,818

​

​

—

​

​

​

(471)

GG

​

​

1,347

​

​

—

​

​

​

1,347

Operating profit/(loss)

​

​

59,817

​

​

(1,818)

​

​

—

​

​

​

(125,890)

​

​

​

(67,891)

​

​

1,738

​

​

​

(66,153)

Change in fair value of Warrant Liabilities

​

​

—

​

​

45,121

​

​

—

​

​

​

(45,121)

EE

​

​

—

​

​

—

​

​

​

—

Interest earned on marketable securities held in Trust Account

​

​

—

​

​

15,728

​

​

—

​

​

​

(15,728)

BB

​

​

—

​

​

—

​

​

​

—

Unrealized gain (loss) on marketable securities held in Trust Account

​

​

—

​

​

(22)

​

​

—

​

​

​

22

BB

​

​

—

​

​

—

​

​

​

—

Change in fair value of class C liability portion

​

​

—

​

​

—

​

​

—

​

​

​

31,180

EE

​

​

31,180

​

​

—

​

​

​

31,180

Finance expense

​

​

54,712

​

​

—

​

​

1,507

KK

​

​

(14,482)

CC

​

​

41,737

​

​

7,206

KK

​

​

48,943

Finance income

​

​

290

​

​

—

​

​

—

​

​

​

—

​

​

​

290

​

​

—

​

​

​

290

Profit/(loss) before income tax

​

​

5,395

​

​

59,009

​

​

(1,507)

​

​

​

(141,055)

​

​

​

(78,158)

​

​

(5,468)

​

​

​

(83,626)

Income tax expense

​

​

6,983

​

​

3,271

​

​

—

​

​

​

(4,441)

JJ

​

​

5,813

​

​

1,802

JJ

​

​

7,615

Profit/(loss) for the year

​

​

(1,588)

​

​

55,738

​

​

(1,507)

​

​

​

(136,614)

​

​

​

(83,971)

​

​

(7,270)

​

​

​

(91,241)

Non-controlling interests

​

​

982

​

​

—

​

​

—

​

​

​

(5,446)

DD

​

​

(4,464)

​

​

465

DD

​

​

(3,999)

Equity holders of the parent

​

£

(2,570)

​

£

55,738

​

£

(1,507)

​

​

£

(131,168)

​

​

£

(79,507)

​

£

(7,735)

​

​

£

(87,242)

Weighted average ordinary shares – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Legacy Shares

​

​

263,286,667

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A1 Shares

​

​

411,850,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A2 Shares

​

​

181,531,667

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class D Shares

​

​

2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Shares

​

​

​

​

​

138,000,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class B Shares

​

​

​

​

​

34,500,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PubCo Ordinary shares

​

​

​

​

​

​

​

​

​

​

​

​

​

HH

​

​

117,245,222

​

​

​

HH

​

​

108,353,376

Earnings (loss) per share – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Legacy Shares

​

​

0.01

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A1 Shares

​

​

(0.01)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A2 Shares

​

​

(0.01)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class D Shares

​

​

(61,493)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Shares

​

​

​

​

​

0.32

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class B Shares

​

​

​

​

​

0.32

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PubCo Ordinary shares

​

​

​

​

​

​

​

​

​

​

​

​

​

HH

​

​

(0.68)

​

​

​

HH

​

​

(0.80)

316

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.

Description of the Business Combination

On August 1, 2023, the parties executed the Merger Agreement, and on September 19, 2023, BermudaCo became party to the Merger Agreement. Pursuant to the Merger Agreement, (a) Merger Sub will merge with and into Churchill, with Churchill surviving and becoming a subsidiary of PubCo, and (b) as a result of the Merger, Churchill and CorpAcq each will become subsidiaries of PubCo, and PubCo will become a publicly-traded company. PubCo will further contribute all of its Churchill and CorpAcq shares to BermudaCo in exchange for BermudaCo equity interests and thus BermudaCo would own 100% of CorpAcq and Churchill, becoming their direct parent and consolidated subsidiary of PubCo.

The aforementioned parties entered into the Merger Agreement, which provides for, among other things, the following transactions:

(a)

Each CorpAcq Seller will sell and transfer 100% of their CorpAcq Ordinary Shares to PubCo in exchange for its pro rata share of the Closing Seller Consideration;

(b)

Upon consummation of the CorpAcq Sale, the Sponsor will forfeit to Churchill the Retirement Founder Shares and 18,600,000 Churchill Private Placement Warrants;

(c)

The Sponsor will transfer and contribute its remaining Founder Shares to BermudaCo;

(d)

BermudaCo will issue to the Sponsor a number of BermudaCo Redeemable Shares equal to the number of Founder Shares attributable to the Delivered Capital Amount and create additional authorized share capital equal to the number of Founder Shares attributable to the Estimated Delayed Financing Amount;

(e)

PubCo will issue to the Sponsor a number of Post-Combination Company B Shares at an aggregate subscription price determined by CorpAcq and Churchill;

(f)

Each share of Churchill Class A Common Stock will be exchanged for one Post-Combination Company Ordinary A1 Share and such Churchill Class A Common Stock so exchanged will consequently be converted into shares of Class A Common Stock of the Surviving Corporation and be held by PubCo immediately after the Merger;

(g)

Each Founder Share owned by BermudaCo shall be converted into and become one validly issued, fully paid and nonassessable share of Class B Common Stock of the Surviving Corporation;

(h)

Each share of common stock of Merger Sub shall be cancelled and shall cease to exist with no consideration payable on such cancellation;

(i)

Each share of (i) Churchill Class A Common Stock for which redemption rights have been exercised, (ii) Churchill Common Stock held in the treasury of Churchill, if any, and (iii) Churchill Common Stock owned the CorpAcq Parties, if any, shall be cancelled and no consideration shall be paid on such cancellation;

(j)

In the event of the approval of the Warrant Amendment Proposal and receipt of the Valuation Report prior to the Effective Time:

(i)

Each Churchill Public Warrant 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 shall be automatically cancelled and extinguished, and the holder thereof shall receive one Post-Combination Company Class C-2 Share.

317

(k)

In the event that either the Warrant Amendment Proposal is not approved, or the Valuation Report is not obtained prior to the Effective Time:

(i)

Each Churchill Private Placement Warrant that is outstanding shall be automatically cancelled and extinguished in consideration for the issue of one Post-Combination Company Private Placement Warrant and

(ii)

Each Churchill Public Warrant outstanding immediately prior to the effective time shall be automatically cancelled in consideration for the issue of one Post-Combination Company Public Warrant.

(l)

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;

(m)

In connection with the Closing and promptly following the CorpAcq Preferred Redemption, CorpAcq shall effect the Drag Along Sale, 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 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 Ordinary Shares on the same terms as the Sellers.

2.

Anticipated Accounting Treatment for the Business Combination and Debt Refinancing Transaction

The Business Combination will be accounted for as a reverse capitalization. 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:

•

CorpAcq’s existing shareholders will have the greatest voting interest in the Post-Combination Company under the Contractual Maximum Redemption Scenario with approximately 68.9% voting interest;

•

CorpAcq’s existing shareholders will have the largest single minority voting interest in the Post- Combination Company;

•

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

•

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

•

The Post-Combination Company will continue the ongoing operations of CorpAcq;

•

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.

In January 2024, CorpAcq entered into a £200.0 million committed term loan facility and a £100.0 million committed acquisition facility, of which £234.3 million has been drawn. Proceeds from the loan are being used to extinguish approximately £218.4 million of CorpAcq’s existing debt facilities and £4.1 million of

318

related expenses. Accordingly, the financing has been presented in the pro forma financial information. The effect of the financing has been presented in the pro forma balance sheet as if the financing was entered into on June 30, 2023. This includes the cash proceeds received, transaction and financing costs incurred, the repayment of existing loans out of the financing proceeds, and the borrowing obligation incurred. For pro forma statement of operations purposes, the presentation has been prepared as if the financing was entered into on January 1, 2022. Additionally, it is assumed that £100 million of the drawn debt will be repaid with proceeds from the Business Combination in the No Redemption Scenario and that none of the £234.3 million drawn debt is repaid in the Contractual Maximum Redemption Scenario.

3.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and are based on the Churchill historical financial statements and the CorpAcq historical financial statements, as adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined balance sheet as of June 30, 2023, assumes that the Business Combination occurred on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2022, the beginning of the earliest period presented.

CorpAcq management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the Business Combination are based on certain currently available information and certain assumptions and methodologies that CorpAcq management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. CorpAcq management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The historical financial statements of CorpAcq have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of GBP. The historical financial statements of Churchill have been prepared in accordance with U.S. GAAP in its presentation currency of U.S. Dollars. For pro forma purposes, there were no material adjustments identified to convert the financial information of Churchill from U.S. GAAP to IFRS. The historical balance sheet and statement of operations of Churchill have been translated into GBP for purposes of having pro forma combined financial information at the closing rate on June 30, 2023 of US$1.00 to £0.792 and average rate during the six months ended June 30,2023 of US$1.00 to £0.809, respectively and for the purposes of pro forma combined statement of operations for the fiscal year ended December 31, 2022 translated using average rate during fiscal year 2022 of US$1.00 to £0.784.

The unaudited pro forma condensed combined financial statements have been prepared using the assumptions below with respect to the potential redemption into cash of shares of Churchill Class A Common Stock that are subject to redemption:

•

No Redemption Scenario:   This scenario assumes that no additional Churchill stockholders exercise their redemption rights with respect to their shares of Churchill Class A Common Stock upon consummation of the Business Combination.

•

Contractual Maximum Redemption Scenario:   This scenario assumes that 31,189,060 shares of Churchill Class A Common Stock are redeemed for an aggregate payment of $325.9 (or £258.1) million (based on the estimated per share redemption price of approximately $10.45 (or £8.28) per share), from the Trust Account, which represents the maximum number of shares that may be redeemed without causing the Minimum Cash Condition to not be satisfied, assuming $128.6 million of the

319

2024 Facilities will constitute part of the Delivered Capital Amount and Available Cash Amount (the “Contractual Maximum Redemption Scenario”). Assuming the Contractual Maximum Redemption Scenario the Minimum Cash Condition will be comprised of $350.0 (or £277.2) million and $128.6 (or £100) million qualifying CCVII Facilitated Financing Available Cash Amount less transaction expenses as set forth in the Merger Agreement). Available Cash Amount of $409 (or £324) million comprises all available cash and cash equivalents of Churchill and its subsidiaries, including all amounts in the Trust Account after giving effect to the Churchill Stockholder Redemptions.

The following summarizes the pro forma ownership, on a non-dilutive basis, of shares of the Post-Combination Company that have voting rights, excluding potential shares of common stock from dilutive securities, following the Business Combination, under the No Redemption Scenario and the Contractual Maximum Redemption Scenario:

​	No Redemption Scenario				Contractual Maximum Redemption Scenario
​	Shares		Voting %		Shares		Voting %
Post-Combination Company Ordinary Shares to be received by Churchill Public Stockholders:	​	​	​	​	​	​	​	​
Post-Combination Company Ordinary A1 Shares	​	58,016,071	​	38.2%	​	26,827,012	​	18.9%
Total Churchill Public shares	​	58,016,071	​	38.2%	​	26,827,012	​	18.9%
PubCo Sponsor shares:	​	​	​	​	​	​	​	​
Post-Combination Company Class B shares	​	20,959,519	​	13.8%	​	17,211,673	​	12.1%
Total Sponsor shares	​	20,959,519	​	13.8%	​	17,211,673	​	12.1%
Cumulative PubCo Stockholders	​	78,975,590	​	52.0%	​	44,038,685	​	31.1%
Existing CorpAcq owners interest in PubCo:	​	​	​	​	​	​	​	​
Post-Combination Company Ordinary A1 Shares	​	59,229,151	​	39.0%	​	81,526,364	​	57.5%
Post-Combination Company Ordinary A2 Shares(1)	​	—	​	0.0%	​	1,144,164	​	0.8%
Post-Combination Company Ordinary A3 Shares	​	13,540,481	​	8.9%	​	15,000,000	​	10.6%
Total CorpAcq owners shares	​	72,769,632	​	48.0%	​	97,670,528	​	68.9%
Total	​	151,745,222	​	100.0%	​	141,709,213	​	100.0%

1)

Includes 1,144,164 shares under the Contractual Maximum Redemption scenario to be issued in 30 days following the Closing.

320

The following summarizes the pro forma ownership of shares of the Post-Combination Company that have voting rights, on a fully diluted basis, assuming all dilutive securities are exercised and converted to economic shares of Post-Combination Company Ordinary A1 Shares on a one-for-one basis assuming no net settlement of shares upon exercise, following the Business Combination, under the No Redemption Scenario and Contractual Maximum Redemption scenario:

​	No Redemption Scenario				Contractual Maximum Redemption Scenario
​	Shares		Voting %		Shares		Voting %
Post-Combination Company Ordinary Shares to be received by Churchill Public Stockholders:	​	​	​	​	​	​	​	​
Post-Combination Company Ordinary A1 Shares	​	58,016,071	​	27.8%	​	26,827,012	​	13.5%
Post-Combination Company Class C-1 Shares(1)	​	27,600,000	​	13.2%	​	27,600,000	​	13.9%
Total Churchill Public shares	​	85,616,071	​	41.1%	​	54,427,012	​	27.4%
PubCo Sponsor shares:	​	​	​	​	​	​	​	​
Post-Combination Company Class B shares(2)	​	20,959,519	​	10.1%	​	17,211,673	​	8.7%
Post-Combination Company Class C-2 Shares(1)	​	14,000,000	​	6.7%	​	14,000,000	​	7.1%
Total Sponsor shares	​	34,959,519	​	16.8%	​	31,211,673	​	15.7%
Cumulative PubCo Stockholders	​	120,575,590	​	57.9%	​	85,638,685	​	43.2%
Existing CorpAcq owners interest in PubCo:	​	​	​	​	​	​	​	​
Post-Combination Company Ordinary A1 Shares(3)(4)	​	72,769,632	​	34.9%	​	97,670,527	​	49.3%
Post-Combination Company Class C-2 Shares(1)	​	15,000,000	​	7.2%	​	15,000,000	​	7.6%
Total CorpAcq owners shares	​	87,769,632	​	42.1%	​	112,670,527	​	56.8%
Total	​	208,345,222	​	100.0%	​	198,309,212	​	100.0%

1)

Considers the impact of Post-Combination Company Class C Shares as these will be converted to Post-Combination Company Ordinary A1 Shares for cash upon exercise of their conversion rights.

2)

Includes the impact of 4,697,750 Earnout Vesting Shares under both scenarios, to be issued at the Closing, the BermudaCo Series B-3 Share of which will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement. Also includes the impact of 8,130,885 Base Vesting Shares under the No Redemption Scenario and 6,256,961 shares under the Contractual Maximum Redemption Scenario, to be issued at the Closing, the BermudaCo Series B-2 Share of which will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Sponsor Agreement.

3)

Includes the right to receive Post-Combination Company Ordinary A2 Shares post final financial adjustments, equivalent to 1,144,164 shares under the Contractual Maximum Redemption Scenario, to be issued at or within five days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Agreement, and vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $11.50 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Merger Agreement.

4)

Includes 11,000,000 Post-Combination Company Ordinary A3 Shares, issued at Closing and an additional 2,540,481 Post-Combination Company Ordinary A3 Shares within five days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Agreement and in each case, will vest at such time as the closing price per share of the Post-Combination Company Ordinary A1 Shares exceeds $15.00 for five trading days within any 180 consecutive trading day period on or before five years after the Closing Date, or otherwise pursuant to the Merger Agreement.

321

The following table summarizes the dilutive effect and the pro forma ownership of shares of the Post-Combination Company, and the effect of the per share value of Post-Combination Company Ordinary Shares held by PubCo stockholders, assuming all Class C Shares are exercised and all Ordinary A2 and Ordinary A3 shares vest and are converted to Post- Combination Company Ordinary A1 Shares on a one-for-one basis assuming no net settlement of shares upon exercise, following the Business Combination, under the No Redemption Scenario and Contractual Maximum Redemption Scenario. The potential dilution impact is calculated at a per share price of $15 (or £11.88), which represents the minimum price per share at which all dilutive securities are exercisable and can be converted to economic shares of Post-Combination Company Ordinary Shares.

​	No Redemption Scenario								Contractual Maximum Redemption Scenario
​	Number of Shares		Value per Share (Dollar)			Equity value (in thousands)			Number of Shares		Value per Share (Dollar)			Equity value (in thousands)
Base scenario(1)	​	138,916,587	​	$	15.00	​	$	2,083,749	​	130,754,501	​	$	15.00	​	$	1,961,318
Assuming all Post-Combination Company Sponsor Class B shares consideration are issued(2)	​	151,745,222	​	$	13.73	​	$	2,083,749	​	141,709,213	​	$	13.84	​	$	1,961,318
Assuming all Post-Combination Company Class C-1 Shares are converted(3)	​	166,516,587	​	$	14.42	​	$	2,401,149	​	158,354,501	​	$	14.39	​	$	2,278,718
Assuming all Post-Combination Company Class C-2 Shares are converted(4)	​	167,916,587	​	$	14.40	​	$	2,417,249	​	159,754,501	​	$	14.36	​	$	2,294,818
Assuming all Post-Combination Company Seller incremental share consideration, Sponsor Class B shares consideration, Class C-1 and C-2 shares are converted(5)	​	208,345,222	​	$	13.13	​	$	2,734,649	​	198,309,213	​	$	13.17	​	$	2,612,218

1)

Represents the number of pro forma shares of Post-Combination Company Ordinary A1, A2, A3 and vested Class B Shares, excluding potential shares of common stock from dilutive securities, following the Business combination, under the No Redemption Scenario and Contractual Maximum Redemption Scenario.

2)

Represents the Base Scenario plus vesting of 12,828,635 Sponsor Class B shares under the No Redemption Scenario and 10,954,711 shares under the Contractual Maximum Redemption Scenario.

3)

Represents the Base Scenario plus conversion of 27,600,000 Post-Combination Company Class C-1 Shares under both the No Redemption Scenario and the Contractual Maximum Redemption Scenario. The Class C-Shares are convertible to Post-Combination Company Ordinary A1 Shares either on cash basis on payment of $11.50 cash for each ordinary A1 share or cashless basis under certain circumstances. This scenario assumes that Class C shares will be converted to Post-Combination Company Ordinary A1 Shares for cash upon exercise of their conversion rights. This will also increase the equity value of Post-Combination Company from $2.1 billion to $2.4 billion due to receipt of cash proceeds of $11.50 for each ordinary A1 share issued on such conversion.

4)

Represents the Base Scenario plus conversion of 29,000,000 Post-Combination Company Class C-2 Shares under both the No Redemption Scenario and the Contractual Maximum Redemption Scenario. The Class C-Shares are convertible to Post-Combination Company Ordinary A1 Shares either on cash basis on payment of $11.50 cash for each ordinary A1 share or cashless basis under certain circumstances. This scenario assumes that Class C shares will be converted to Post-Combination Company Ordinary A1 Shares for cash upon exercise of their conversion rights.

322

This will also increase the equity value of Post-Combination Company from $2.1 billion to $2.4 billion due to receipt of cash proceeds of $11.50 for each ordinary A1 share issued on such conversion.

5)

Represents the Base Scenario plus vesting of Churchill Class B Common Stock, and the exercise of Post-Combination Company Class C-1 and Post-Combination Company Class C-2 Shares in accordance with the terms described above.

4.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and Debt Refinancing has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and reflects the pro forma adjustments depicting the accounting for the Debt Refinancing (the “Financing Adjustments”) and the transaction (the “Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other effects of the Business Combination that have occurred or are reasonably expected to occur (the “Management’s Adjustments”). PubCo has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had PubCo filed consolidated income tax returns during the periods presented.

The unaudited pro forma condensed combined financial information reflects the approval of the Warrant Amendment Proposal and the receipt of a Valuation Report before the Effective Time, by showing the Post-Combination Company Class C Shares to be issued by the Post-Combination Company in exchange for the Churchill Public Warrants and Churchill Private Placement Warrants. Post-Combination Company Class C Shares will effectively maintain the same terms as the existing Churchill Public Warrants and Churchill Private Placement Warrants, resulting in similar economic benefits to the holder.

The pro forma basic diluted loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of PubCo Ordinary Shares outstanding, assuming the Business Combination occurred on January 1, 2022.

Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2023 are as follows:

A.

Reflects the reclassification of cash and cash equivalents held in the Trust Account that becomes available upon consummation of the Business Combination.

B.

Reflects the estimated transaction costs of £35.9 million, comprised of legal and professional fees incurred by CorpAcq and Churchill as part of the Business Combination. Out of the total estimated transaction costs, £0.55 million has been paid and £0.16 million was previously accrued. It also reflects the £38.3 million of estimated deferred underwriting commission settlement at Closing.

The transaction costs are reflected in the pro forma as follows:

(in thousands)	in GBP
Churchill estimated transaction costs(1)	​	(19,216)
CorpAcq transaction costs – equity allocation(2)	​	(2,079)
CorpAcq transaction costs – liability allocation(3)	​	(8,332)
Transaction costs not capitalized(4)	​	(5,579)
Accrued Churchill transaction costs(6)	​	(163)
Deferred underwriting fee paid(5)	​	(11,087)

323

(in thousands)	in GBP
Pro forma adjustment: Cash and cash equivalents	​	(46,456)
Deferred underwriting fee waived(5)	​	(27,164)
Deferred underwriting fee paid(5)