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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 1425, 2024 ~~(May 13, 2024)~~

~~Churchill~~CHURCHILL ~~Capital~~CAPITAL ~~Corp~~CORP VII (Exact name of registrant as specified in its charter)

Delaware	001-40051	85-3420354
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~IRS~~I.R.S. Employer Identification No.)

640 Fifth Avenue 12th Floor

New York, NYNew York 10019

(Address of principal executive offices, including zip code)

~~Registrant’s telephone number, including area code:~~ (212) 380-7500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant	CVIIU	Nasdaq Global Market

Shares of Class A common stock	CVII	Nasdaq Global Market

Warrants	CVIIW	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, 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 pursuant to Section 13(a) of the Exchange Act. ¨

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

AsOn ~~previously~~July ~~disclosed~~25, 2024, Churchill Capital Corp VII (“Churchill VII”) ~~received~~convened aand ~~determination~~then ~~from~~adjourned the ~~Nasdaq~~special ~~Lising~~meeting ~~Qualification~~of ~~Department~~Churchill onVII ~~March~~stockholders 1,(the ~~2024,~~“Stockholder ~~indicating~~Special ~~that~~Meeting”) ~~since~~and the meeting of Churchill VII ~~had~~warrant ~~not~~holders ~~completed~~(the ~~its~~“Warrant ~~initial~~Holder Meeting”), each to be held in connection with the proposed business combination bybetween ~~February~~CorpAcq ~~11,~~Holdings ~~2024~~Limited (“CorpAcq”), itand ~~had~~Churchill ~~failed~~VII to(the ~~comply with~~“Business ~~Nasdaq~~Combination”), ~~Listing~~in ~~Rule~~each ~~IM-5101-2~~case ~~and,~~as ~~therefore,~~described ~~would~~in begreater ~~subject~~detail toin ~~delisting~~Churchill ~~from~~VII’s ~~The~~definitive ~~Nasdaq~~proxy ~~Stock~~statement ~~Market~~filed ~~LLC~~with the U.S. Securities and Exchange Commission (“~~Nasdaq~~SEC”). ~~On March~~on 8June 20, 2024, ~~Churchill~~(the ~~VII~~“Proxy ~~requested~~Statement”). aThe ~~hearing~~Stockholder toSpecial ~~appeal~~Meeting will ~~the~~reconvene ~~determination~~on August 12, 2024 at 10:00 A.M., Eastern Time, and the ~~hearing~~Warrant ~~was~~Holder ~~held~~Meeting will reconvene on ~~May~~August 212, 2024 at 10:30 A.M., Eastern Time.

OnAt ~~May~~the ~~13,~~reconvened ~~2024~~Stockholder Special Meeting, Churchill VII’s ~~received~~stockholders ~~written~~of ~~notice~~record ~~from~~as of the ~~Hearing~~close ~~Panel~~ of ~~Nasdaq~~business ~~granting~~on June 18, 2024 will be asked to vote on the proposals set forth in the Proxy Statement for the Stockholder Special Meeting, including a proposal to approve the Business Combination. At the reconvened Warrant Holder Meeting, Churchill VII’s ~~request~~public ~~for~~warrant ~~continued~~holders ~~listing~~of record as of the close of business on ~~Nasdaq,~~June ~~subject~~18, 2024 will be asked to ~~Churchill~~vote ~~VII~~on ~~demonstrating~~the ~~compliance~~proposals ~~with~~set forth in the ~~Nasdaq~~Proxy ~~Global~~Statement ~~Market’s~~for ~~initial~~the ~~listing~~Warrant ~~requirements~~Holder Meeting, asincluding ~~specified~~a byproposal ~~Nasdaq~~to ~~Listing~~amend ~~Rule~~the ~~5405,~~existing onagreement orgoverning ~~before~~the ~~August~~terms ~~17,~~of ~~2024~~Churchill VII’s warrants.

~~Item~~Each 8of the Stockholder Special Meeting and the Warrant Holder Meeting will still be conducted virtually via webcast and can be registered for by following the instructions provided in the Proxy Statement.01 As ~~Other~~a ~~Events~~result of the adjournments, the deadline for Churchill VII stockholders to elect redemption of their shares in connection with the Business Combination has been extended until August 8, 2024.

~~Churchill~~Additional ~~VII~~Information previously announced on March 22, 2024 that (a) the special meeting of Churchill VII’s stockholders to approve the business combination (the “Business Combination”) with CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and ~~Wales~~Where (“CorpAcq”) and other related matters (the “Churchill Stockholder Special Meeting”) would be held on May 21, 2024, at 10:00 A.M. Eastern Time with a record date of March 27, 2024, and (b) the special meeting of Churchill VII’s warrantholders to ~~approve~~Find an amendment to the existing warrant agreement that governs Churchill VII’s outstanding warrants and related matters (the “Churchill Warrantholder Meeting”) would be held on May 21, 2024, at 10:30 A.M. Eastern Time with a record date of March 27, 2024. Churchill VII intends to establish a new date and time for each of the Churchill Stockholder Special Meeting and Churchill Warrantholder Meeting, as well as a new record date for each such meeting. The revised time and date for each of the Churchill Stockholder Special Meeting and Churchill Warrantholder Meeting will be disclosed in the definitive proxy statement/prospectus included in the Post-Effective Amendment (as defined below).It

~~Additional~~This ~~Information~~Current Report does not contain all the information that should be considered concerning the Business Combination, and ~~Where~~the other transactions contemplated thereby (the “Transactions”) and is not intended to ~~Find~~form Itthe basis of any investment decision or any other decision in respect of the Transactions.

~~This~~The ~~Current~~post-effective ~~Report~~amendment ~~does~~to ~~not~~the ~~contain~~Registration ~~all~~Statement ~~the~~on ~~information~~Form ~~that~~F-4 ~~should~~filed beby ~~considered~~CorpAcq ~~concerning~~Group Plc in respect of the Business Combination (the “Post-Effective Amendment”) was made effective by the SEC on June 20, 2024 and isincludes ~~not~~the ~~intended~~Proxy Statement to ~~form~~be made available to Churchill VII’s stockholders and public warrant holders in connection with Churchill VII’s solicitation for proxies for the ~~basis~~vote ofby ~~any~~Churchill ~~investment~~VII’s ~~decision~~stockholders orand ~~any~~public warrant holders in connection with the Transactions and other ~~decision~~matters described in ~~respect~~the Post-Effective Amendment, as well as the prospectus relating to the offer and sale of securities to be issued by CorpAcq Group Plc to Churchill VII’s stockholders and public warrant holders in connection with the ~~Business~~completion ~~Combination~~of the Transactions.

~~Prior~~On toJune ~~the~~20, 2024, Churchill ~~Stockholder~~VII filed the Proxy Statement with the SEC in connection with its solicitation of proxies for the Special Stockholder Meeting and ~~Churchill~~Warrant ~~Warrantholder~~Holder Meeting, ~~CorpAcq~~which ~~Group~~further ~~Plc~~describes the ~~(“CorpAcq~~Business ~~Group~~Combination. ~~Plc”),~~Churchill aVII’s stockholders and public ~~limited~~warrant ~~company~~holders ~~incorporated~~and ~~under~~other interested persons are advised to read the ~~laws~~Post-Effective ofAmendment ~~England~~ and ~~Wales,~~the ~~intends~~Proxy toStatement ~~file~~as well as other documents filed with the ~~U.S.~~SEC ~~Securities~~by ~~and~~Churchill ~~Exchange~~VII ~~Commission~~or (CorpAcq Group Plc in connection with the ~~“SEC”),~~Transactions and ~~make~~any ~~available~~amendments thereto, as these documents will contain important information about CorpAcq, CorpAcq toGroup Plc, Churchill VII’s ~~stockholders,~~and the Transactions. Stockholders and public warrant holders may also obtain a ~~post-effective~~copy ~~amendment~~of tothe Post-Effective Amendment and the ~~Registration~~Proxy Statement, onas ~~Form~~well ~~F-4~~as ofother documents filed by Churchill VII or CorpAcq Group Plc ~~that was~~with ~~initially~~the ~~filed~~SEC, ~~with~~without charge, at the SEC’s website onlocated ~~November~~at ~~17,~~www.sec.gov ~~2023,~~or asby ~~amended~~directing ~~(the~~a ~~“Registration~~written ~~Statement,”~~request ~~and~~to ~~such~~Churchill ~~amendment~~Capital Corp VII at 640 Fifth Avenue, ~~the~~12th ~~“Post-Effective~~Floor, New York, ~~Amendment”)~~NY 10019.

Before making any voting or other investment decisions, Churchill VII’s stockholders and warrantholders and other interested persons are advised to read the Registration Statement and any amendments thereto, including the PostForward-~~Effective~~Looking Amendment and the proxy statement/prospectus, in connection with Churchill VII’s solicitation of proxies for the Churchill Stockholder Special Meeting and the Churchill Warrantholder Meeting, as well as other documents filed with the SEC by Churchill VII or CorpAcq Group Plc in connection with the Business Combination and any amendments thereto, as these documents will contain important information about CorpAcq, CorpAcq Group Plc, Churchill VII and the Business Combination.Statements

This Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan, " "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Churchill VII and CorpAcq have based the forward-looking statements on its current expectations about future performance, timing and events. The forward-looking statements in this Current Report include, but are not limited to, statements regarding estimates and forecasts of financial and operational metrics and the anticipated timing for the Business Combination to close. The forward-looking statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of CorpAcq’s and Churchill VII’s ~~will~~respective ~~mail~~management teams and are not predictions of actual timing and/or performance. Nothing in this Current Report should be regarded as a representation by any person that the ~~definitive~~forward-looking ~~proxy~~statements set forth herein will be achieved. The forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may materially differ from assumptions. Many actual events and circumstances are beyond the control of Churchill VII and CorpAcq. The forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Churchill VII and CorpAcq that may cause the timing and/~~prospectus~~or performance indicated in this Current Report to be materially different from any actual future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties ~~other~~include ~~relevant~~changes ~~documents~~in domestic and foreign business changes in the competitive environment in which CorpAcq operates; CorpAcq’s ability to manage its ~~stockholders~~growth prospects, meet its operational and ~~warrantholders~~financial astargets, and execute its strategy; the impact of any economic disruptions, decreased market demand and other macroeconomic factors, including the ~~record~~effect ~~date~~of ina ~~respect~~global pandemic, to CorpAcq’s business, projected results of operations, financial performance or other financial metrics; CorpAcq’s reliance on its senior management team and key employees; risks related to liquidity, capital resources and capital expenditures; failure to comply with applicable laws and regulations or changes in the ~~Churchill~~regulatory ~~Stockholder~~environment ~~Special~~in which CorpAcq operates; the outcome of any potential litigation, government and ~~Meeting~~regulatory proceedings, investigations, actions (including any potential U.S. ~~Stockholders~~or U.K. government shutdowns) and ~~warrantholders~~inquiries that Churchill VII or CorpAcq may ~~also~~face; ~~obtain~~assumptions aor ~~copy~~analyses used for CorpAcq’s forecasts proving to be incorrect and causing its actual operating and financial results to be significantly below its forecasts; CorpAcq failing to maintain its current level of acquisitions or an acquisition not occurring as planned and negatively affecting operating results; the ~~Registration~~inability ~~Statement~~of the parties to successfully or timely consummate the Transactions, including the ~~Post-Effective~~risk ~~Amendment~~that ~~(once~~any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect CorpAcq Group Plc, which will be the combined company after the Transactions, or the expected benefits ~~document~~of the Transactions or that the approval of the stockholders of Churchill VII is ~~available)~~not obtained; the risk that stockholders of Churchill VII could elect to have their shares redeemed by Churchill VII, leading to either Churchill VII failing to satisfy continued listing requirements for Nasdaq Global Market or Churchill VII having insufficient cash to complete the Transactions; the outcome of any legal proceedings that may be instituted against CorpAcq or Churchill VII; changes in applicable laws or regulations; the ability of Churchill VII or CorpAcq Group Plc to issue equity or equity linked securities in connection with the Transactions or in the future; the impact of certain geopolitical events, including wars in Ukraine and the ~~proxy~~surrounding ~~statement/prospectus~~region and the Middle East; the impact of a current or future pandemic on CorpAcq, CCVII, asor ~~well~~CorpAcq Group's projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; those factors discussed in under the heading "Risk Factors" in the Post-Effective Amendment, as may be further amended from time to time, and other documents filed, or to be filed, with the SEC by Churchill VII ~~with~~or CorpAcq Group Plc. If any of these risks materialize or CorpAcq’s, CorpAcq Group Plc’s or Churchill VII’s assumptions prove incorrect, actual timing and/or performance could differ materially from the ~~SEC~~timing and/or performance implied by the forward-looking statements. There may be additional risks that CorpAcq, ~~without~~CorpAcq ~~charge~~Group Plc nor Churchill VII presently know or that CorpAcq, CorpAcq Group Plc and Churchill VII currently believe are atimmaterial that could also cause actual timing and/or performance to differ materially from those contained in the ~~SEC~~forward-looking statements. In addition, the forward-looking statements reflect CorpAcq’s, ~~website~~CorpAcq ~~located~~Group atPlc’s ~~www~~and Churchill VII’s expectations and views as of the date of this Current Report.~~sec.gov~~ orCorpAcq, byCorpAcq ~~directing~~Group aPlc’s ~~written~~and ~~request~~Churchill toVII anticipate that subsequent events and developments will cause CorpAcq’s, CorpAcq Group Plc’s and Churchill ~~Capital~~VII’s ~~Corp~~assessments to change. However, while CorpAcq, CorpAcq Group Plc and Churchill VII may elect to update these forward-looking statements at ~~640~~some ~~Fifth~~point ~~Avenue~~in the future, CorpAcq, ~~12th~~CorpAcq ~~Floor~~Group Plc and Churchill VII specifically disclaim any obligation to do so. The forward-looking statements should not be relied upon as representing CorpAcq, ~~New~~CorpAcq ~~York~~Group Plc and Churchill VII’s assessments as of any date subsequent to the date of this Current Report. Accordingly, NYundue ~~10019~~reliance should not be placed upon the forward-looking statements. An investment in CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in any of CorpAcq’s, CorpAcq Group Plc’s or Churchill VII’s founders’ or sponsors’ past investments or companies or any funds affiliated with any of the foregoing.

~~Forward-Looking~~No ~~Statements~~Offer or Solicitation

This Current Report ~~includes~~does “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not ~~statements~~constitute ofan ~~historical~~offer ~~matters.~~to ~~Churchill~~sell VII and CorpAcq have based the forward-looking statements on its current expectations about future performance, timing and events. The forward-looking statements are based on various assumptions, whether or ~~not identified in this Current Report, and on~~ the ~~current expectations of CorpAcq’s and Churchill VII’s respective management teams and are~~solicitation ~~not predictions~~ of ~~actual~~an ~~timing~~offer and/or performance. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved. The forward-looking statements are provided for illustrative purposes only and are not intended to ~~serve~~buy ~~as and must not be relied on by~~ any ~~investor as~~securities, ~~a guarantee, an assurance, a prediction~~ or a ~~definitive statement~~solicitation of ~~fact~~any orvote ~~probability. Actual events and circumstances are difficult~~ or impossible to predict and may materially differ from assumptions. Many actual events and circumstances are beyond the control of Churchill VII and CorpAcq. The forward-looking statements are subject to known and unknown risksapproval, ~~uncertainties~~nor ~~and~~shall ~~assumptions~~there ~~about Churchill VII and CorpAcq that may cause the timing and/or performance indicated in this Current Report to~~ be ~~materially different from~~ any ~~actual~~sale ~~future results, levels~~ of ~~activity,~~securities ~~performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include changes~~ in ~~domestic~~any ~~and~~jurisdiction ~~foreign business; changes~~ in ~~the competitive environment in~~ which ~~CorpAcq~~such ~~operates; CorpAcq’s ability to manage its growth prospects~~offer, ~~meet~~ ~~its~~solicitation operational and financial targets, and execute its strategy; the impact of any economic disruptions, decreased market demand and other macroeconomic factors, including the effect of a global pandemic, to CorpAcq’s business, projected results of operations, financial performance or ~~other~~sale ~~financial~~would ~~metrics;~~be ~~CorpAcq’s~~unlawful ~~reliance~~prior ~~on its senior management team and key employees; risks related~~ to ~~liquidity,~~registration ~~capital resources and capital expenditures; failure to comply with applicable laws and regulations~~ or ~~changes~~qualification inunder the ~~regulatory environment~~securities inlaws ~~which CorpAcq operates; the outcome~~ of any ~~potential litigation, government and regulatory proceedings, investigations,~~such ~~actions (including any potential U~~jurisdiction.S. orThis ~~U.K.~~Current ~~government~~Report ~~shutdowns)~~is ~~and~~not, ~~inquiries that Churchill VII or CorpAcq may face; assumptions or analyses used for CorpAcq’s forecasts proving to be incorrect~~ and ~~causing~~under ~~its~~no ~~actual~~circumstances ~~operating~~is ~~and financial results~~ to be ~~significantly below~~construed ~~its~~as, ~~forecasts;~~a ~~CorpAcq~~proxy ~~failing~~statement ~~to maintain its current level of acquisitions~~ or ansolicitation ~~acquisition not occurring as planned and negatively affecting operating results; the inability~~ of ~~the~~a ~~parties to successfully or timely consummate the Business Combination~~proxy, ~~including the~~ ~~risk~~a ~~that any required regulatory approvals are not obtained~~prospectus, ~~are~~an ~~delayed~~advertisement or ~~are~~a ~~subject~~public tooffering ~~unanticipated conditions that could adversely affect CorpAcq Group Plc, which will be the combined company after the Business Combination, or the expected benefits~~ of the ~~Business Combination~~securities ordescribed ~~that~~herein ~~the~~in ~~approval of~~ the ~~stockholders~~United ofStates Churchill VII is not obtained; the risk that stockholders of Churchill VII could elect to have their shares redeemed by Churchill VII, leading to either Churchill VII failing to satisfy continued listing requirements for Nasdaq Global Market or ~~Churchill VII having insufficient cash to complete the Business Combination; the outcome of~~ any ~~legal~~other ~~proceedings~~jurisdiction. ~~that~~No ~~may~~offer ~~be instituted against CorpAcq or Churchill VII; failure to realize the anticipated benefits~~ of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to CorpAcq; changes in applicable laws or regulations; the ability of Churchill VII or CorpAcq Group Plc to issue equity or equity linked securities inshall connection with the Business Combination or in the future; those factors discussed in under the heading “Risk Factors” in the Registration Statement and Amendment No. 5 to the Registration Statement filed with the SEC on March 6, 2024 (“Amendment No. 5”), as may be ~~further~~made ~~amended~~except ~~from time to time, and other documents filed, or to be filed, with the SEC~~ by ~~Churchill~~means ~~VII or CorpAcq Group Plc. If any~~ of ~~these~~a ~~risks~~prospectus ~~materialize or~~meeting ~~CorpAcq’s, CorpAcq Group Plc’s or Churchill VII’s assumptions prove incorrect, actual timing and/or performance could differ materially from~~ the ~~timing~~requirements ~~and/or~~of ~~performance~~Section ~~implied~~10 byof the ~~forward-looking~~Securities ~~statements.~~Act ~~There~~of ~~may be additional risks that CorpAcq~~1933, ~~CorpAcq~~as ~~Group Plc nor Churchill VII presently know or that CorpAcq~~amended, ~~CorpAcq Group Plc and Churchill VII currently believe are immaterial that could also cause actual timing and/~~or ~~performance~~exemptions ~~to differ materially from those contained in the forward-looking statements~~therefrom. ~~In addition,~~INVESTMENT ~~the~~IN ~~forward-looking~~ANY ~~statements~~SECURITIES ~~reflect~~DESCRIBED ~~CorpAcq’s,~~HEREIN ~~CorpAcq~~HAS ~~Group~~NOT ~~Plc’s~~BEEN ~~and~~APPROVED ~~Churchill~~BY ~~VII’s~~THE ~~expectations~~SEC ~~and views~~OR asANY ofOTHER ~~the date of this Current Report. CorpAcq, CorpAcq Group Plc’s and Churchill VII anticipate that subsequent events and~~REGULATORY ~~developments~~AUTHORITY ~~will~~NOR ~~cause~~HAS ~~CorpAcq’s,~~ANY ~~CorpAcq~~AUTHORITY ~~Group~~PASSED ~~Plc’s~~UPON ~~and~~OR ~~Churchill~~ENDORSED ~~VII’s~~THE ~~assessments~~MERITS toOF ~~change.~~THE ~~However,~~OFFERING ~~while~~OR ~~CorpAcq, CorpAcq~~THE ~~Group~~ACCURACY ~~Plc~~OR ~~and~~ADEQUACY ~~Churchill~~OF ~~VII~~THE ~~may~~INFORMATION ~~elect to update these forward-looking statements at some point in the future, CorpAcq, CorpAcq~~CONTAINED ~~Group Plc and Churchill VII specifically disclaim any obligation to do so~~HEREIN. ~~The~~ANY ~~forward-looking~~REPRESENTATION ~~statements~~TO ~~should~~THE ~~not~~CONTRARY beIS ~~relied~~A ~~upon~~CRIMINAL ~~as representing CorpAcq, CorpAcq Group Plc and Churchill VII’s assessments as of any date subsequent to the date of this Current Report~~OFFENSE. Accordingly, undue reliance should not be placed upon the forward-looking statements. An investment in CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in any of CorpAcq’s, CorpAcq Group Plc’s or Churchill VII’s founders’ or sponsors’ past investments or companies or any funds affiliated with any of the foregoing.

NoParticipants ~~Offer~~in orthe Solicitation

~~This~~CorpAcq, ~~Current~~CorpAcq ~~Report~~Group ~~does~~Plc, ~~not~~Churchill ~~constitute~~VII, anChurchill ~~offer~~Sponsor VII LLC toand ~~sell~~their orrespective directors and executive officers may be deemed participants in the solicitation of anproxies ~~offer~~from toChurchill ~~buy~~VII’s stockholders ~~any~~and ~~securities,~~public orwarrant aholders ~~solicitation~~with ofrespect ~~any~~to ~~vote~~the orTransactions. ~~approval,~~A ~~nor~~list ~~shall~~of ~~there~~the benames ~~any~~of ~~sale~~Churchill VII’s directors and executive officers and a description of ~~securities~~their interests in ~~any~~Churchill ~~jurisdiction~~VII is set forth in ~~which~~certain ~~such~~filings ~~offer~~with the SEC, ~~solicitation~~including or(but ~~sale~~not ~~would~~limited to) bethe ~~unlawful~~following: ~~prior~~(1) Post-Effective Amendment (and specifically, the following sections: "Risk Factors-Risks Related to ~~registration~~Churchill orand ~~qualification~~the ~~under~~Business Combination"; "Information Related to Churchill-Management, Directors and Executive Officers"; "The Business Combination-Interests of Certain Persons in the ~~securities~~Business ~~laws~~Combination; Interests of ~~any~~the ~~such~~Churchill ~~jurisdiction.~~Initial ~~This~~Stockholders ~~Current~~and ~~Report~~Churchill’s isDirectors ~~not~~and Officers"; "Beneficial Ownership of Churchill Securities" and "Certain Relationships and Related Person Transactions-Churchill Relationships and Related Person Transactions"), (2) the Form 10-K filed by Churchill VII with the SEC on March 17, 2023 (and ~~under~~specifically, nothe ~~circumstances~~following issections: to"Item be1A. ~~construed~~Risk Factors"; as"Item 10. Directors, aExecutive ~~proxy~~Officers ~~statement~~and Corporate Governance"; "Item 11. Executive Compensation"; or"Item ~~solicitation~~12. ofBeneficial aownership"; ~~proxy,~~"Item a13. ~~prospectus~~Related party transactions" and "Item 15. Exhibits, Financial anStatement ~~advertisement~~Schedules-Note or5. aRelated ~~public~~Party ~~offering~~Transactions"), of(3) the ~~securities~~Form ~~described~~10-Qs ~~herein~~filed inby Churchill VII with the ~~United~~SEC ~~States~~on May or10, ~~any~~2023, August ~~other~~9, ~~jurisdiction~~2023 and November 9, 2023 (and specifically, the discussion “under "Item 1. NoFinancial ~~offer~~Statements-Note of5. ~~securities~~Related ~~shall~~Party beTransactions" section ~~made~~in ~~except~~each such Form 10-Qs, respectively), (4) the Form 8-K filed by ~~means~~Churchill ofVII awith ~~prospectus~~the ~~meeting~~SEC on August 7, 2023 (and specifically, the ~~requirements~~disclosure ofunder ~~Section~~"Item 101.01 Entry Into ofa Material Definitive Agreement-Amended and Restated Sponsor Agreement"), (5) the Form 8-K filed ~~Securities~~by ~~Act~~Churchill ofVII ~~1933~~with the SEC on December 26, as2023 ~~amended~~(and specifically, orthe ~~exemptions~~disclosure ~~therefrom~~under "Item 1.01 ~~INVESTMENT~~Entry Into INa ~~ANY~~Material ~~SECURITIES~~Definitive ~~DESCRIBED~~Agreement-Consent ~~HEREIN~~and ~~HAS~~Merger ~~NOT~~Agreement ~~BEEN~~Amendment"), ~~APPROVED~~(6) the SCHEDULE BY14A filed ~~THE~~by Churchill VII with the SEC ORon ~~ANY~~June ~~OTHER~~20, ~~REGULATORY~~2024 ~~AUTHORITY~~(and ~~NOR~~specifically, ~~HAS~~the ~~ANY~~following ~~AUTHORITY~~sections: ~~PASSED~~"The ~~UPON~~Business ORCombination-Interests of ~~ENDORSED~~Certain ~~THE~~Persons ~~MERITS~~in OFthe ~~THE~~Business ~~OFFERING~~Combination" ORand "Beneficial ~~THE~~Ownership ~~ACCURACY~~of Churchill Securities"), and (7) other ORdocuments ~~ADEQUACY~~that OFmay ~~THE~~be ~~INFORMATION~~filed ~~CONTAINED~~with ~~HEREIN~~the SEC from time to time in connection with the Transactions, each of which will be available free of charge at the SEC’s website located at www.sec.gov, ~~ANY~~or ~~REPRESENTATION~~by TOdirecting ~~THE~~a ~~CONTRARY~~written ISrequest Ato ~~CRIMINAL~~Churchill ~~OFFENSE~~Capital Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.

~~Participants~~Churchill inVII stockholders, potential investors and other interested persons should read each of the ~~Solicitation~~filings listed above and the Proxy Statement before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

CorpAcq, CorpAcq Group Plc, Churchill VII, the Sponsor and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Churchill VII’s stockholders and warrantholders with respect to the Business Combination. A list of the names of Churchill VII’s directors and executive officers and a description of their interests in Churchill VII is set forth in certain filings with the SEC, including (but not limited to) the following: (1) Amendment No. 5 (and specifically, the following sections: “Risk Factors-Risks Related to Churchill and the Business Combination”; “Information Related to Churchill-Management, Directors and Executive Officers”; “The Business Combination-Interests of Certain Persons in the Business Combination; Interests of the Churchill Initial Stockholders and Churchill’s Directors and Officers”; “Beneficial Ownership of Churchill Securities” and “Certain Relationships and Related Person Transactions-Churchill Relationships and Related Person Transactions”), (2) the Form 10-K filed by Churchill VII with the SEC on April 1, 2024 (and specifically, the following sections: “Item 1A. Risk Factors”; “Item 10. Directors, Executive Officers and Corporate Governance”; “Item 11. Executive Compensation”; “Item 12. Beneficial ownership”; “Item 13. Related party transactions” and “Item 15. Exhibits, Financial Statement Schedules-Note 5. Related Party Transactions”), (3) the Form 10-Qs filed by Churchill VII with the SEC on May 10, 2023, August 9, 2023, November 9, 2023 and May 3, 2024 (and specifically, the discussion under “Item 1. Financial Statements-Note 5. Related Party Transactions” section in each such Form 10-Qs, respectively), (4) the Form 8-K filed by Churchill VII with the SEC on August 7, 2023 (and specifically, the disclosure under “Item 1.01 Entry Into a Material Definitive Agreement-Amended and Restated Sponsor Agreement”), (5) the Form 8-K filed by Churchill VII with the SEC on December 26, 2023 (and specifically, the disclosure under “Item 1.01 Entry Into a Material Definitive Agreement-Consent and Merger Agreement Amendment”), (6) the SCHEDULE 14A filed by Churchill VII with the SEC on January 19, 2024 (and specifically, the following sections: “The Business Combination-Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Churchill Securities”), and (7) other documents that may be filed with the SEC from time to time in connection with the Business Combination, each of which will be available free of charge at the SEC’s website located at www.sec.gov, or by directing a written request to Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor, New York, NY 10019.SIGNATURE

~~Churchill~~Pursuant ~~VII~~to ~~stockholders,~~the ~~potential~~requirements ~~investors and other interested persons should read each~~ of the ~~filings~~Securities ~~listed~~Exchange ~~above~~Act of 1934, ~~including~~as ~~the Registration Statement~~amended, the ~~Post-Effective~~registrant ~~Amendment (once~~has ~~that~~duly ~~document~~caused isthis ~~available)~~Current ~~and~~Report ~~the proxy statement/prospectus relating~~ to ~~the~~be ~~offer~~signed ofon ~~the~~its ~~securities~~behalf ~~to be issued~~ by ~~CorpAcq Group Plc to Churchill VII’s stockholders and warrantholders in connection with~~ the ~~completion~~undersigned ofhereunto ~~the Business Combination before making~~duly ~~any voting or investment decisions~~authorized. ~~You may obtain free copies of these documents from the sources indicated above.~~

SIGNATURE


	CHURCHILL CAPITAL CORP VII

Date: July 25, 2024	By:	/s/ Jay Taragin
		Name: Jay Taragin
		Title: Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 14, 2024

Churchill Capital Corp VII By: /s/ Jay Taragin Name: Jay Taragin Title: Chief Financial Officer

Filing Compare · Churchill Capital Corp VII