CorpAcq SPAC Presentation Deck

46 Selected Risk Factors Risks Related to the Company's Employees and Human Resources There are no guarantees that we are able to retain and recruit key personnel, including our senior management, and other employees to meet current or future needs at all or at a reasonable cost. There are no guarantees that our portfolio companies 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. . ● ● Risks Related to Litigation and Regulation We are subject to evolving laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon our operations, and any failure to comply with these laws and regulations, including as they evolve, could result in litigation and substantially harm our business and results of operations. We are subject to risks relating to disputes and other legal proceedings that may be time consuming and costly. ● ● ● Risks Related to Indebtedness and Financing Transactions We are subject to financing risks. There are no guarantees that we can meet our financing needs for our operations and future investments at a reasonable cost or at all. We will require a significant amount of cash to service our debt and our ability to generate cash depends on many factors beyond our control and any failure to meet our debt service obligations could materially adversely affect our business, results of operations and financial condition. We are subject to risks relating to increased interest rates and any adverse developments in the credit markets. Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially adversely affect our business, results of operations and financial condition. Our debt financing could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations. ● CHURCHILL CorpAcq CAPITAL VII Risks Related to Tax Unanticipated tax laws or any changes in tax rates or in the application of the existing tax laws to us may adversely impact our results of operations. ● We and our portfolio companies are subject to risks relating to workspace accidents, investigations and claims for compensation as a consequence of compliance deficiencies. We may also be subject to disruptions in the business due to work stoppage and strikes. Misconduct by our employees, subcontractors or partners or our overall failure to comply with laws or regulations could harm our reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions. Risks Related to Churchill If there are substantial redemptions of the cash available from the trust fund of Churchill, there will be a lower public float of outstanding shares of the Post-Combination Company, which may cause further volatility in the price of the Post-Combination Company securities and adversely impact its ability to secure financing following the closing of the proposed transaction. If there are substantial redemptions in connection with the proposed transaction, the Post-Combination Company may need to make significant adjustments to its business plan or seek additional capital. Depending on its available capital resources, the Post-Combination Company may need to delay or discontinue expected near-term expenditures, which could materially impact its business prospects, financial condition, results of operations and cash flows by limiting its ability to pursue some of its other strategic objectives. Securities of companies formed through transactions with special purpose acquisition companies such as ours may experience a material decline in price relative to the share price of such vehicle prior to the transaction. If Churchill is unable to effect an initial business combination by February 17, 2024, it will be forced to liquidate and Churchill's warrants will expire worthless. ● . If we fail in complying with applicable data protection regulations, such as the GDPR, our compliance costs may increase and in the event of compliance deficiencies, we may become subject to significant fines and liable for damages. ● Risks Related to the Post-Combination Company Following the Proposed Transaction If the proposed transaction's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the Post-Combination Company's securities may decline. Investors will experience dilution as a result of the issuance of equity securities in the Post-Combination Company as consideration in the potential transaction and may experience dilution from additional sources in connection with and following the proposed transaction, including upon exercise of certain equity securities of the Post-Combination Company The Post-Combination Company's management team will have limited experience managing a public company. The Company and Churchill expect to incur significant transaction costs in connection with the proposed transaction. Whether or not the proposed transaction is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Post-Combination Company. 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's ability to pay dividends to its shareholders will be restricted by applicable laws and regulations and any future determination relating to its dividend policy will be dependent on a variety of factors, including its financial condition, earnings, legal requirements, its general liquidity needs, and other factors that its board of directors deems relevant.

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