CorpAcq SPAC Presentation Deck
45
Selected Risk Factors
Unless the context otherwise requires, all reference in this subsection to the "Company," "CorpAcq," "we," "us" or "our" refer to CorpAcq Limited and its subsidiaries. The risks presented below are some of the general
risks to the business and operations of CorpAcq, Churchill Capital Corp VII ("Churchill") and the combined company following the consummation of the proposed transaction (the "Post-Combination Company") and are
not exhaustive. The list below is qualified in its entirety by disclosures that will be contained in the future filings by the Company, Churchill, each of their respective affiliates or by third parties with the U.S. Securities
and Exchange Commission (the "SEC"), including any documents filed in connection with the proposed transaction. The risks presented in such filings may differ significantly from and may be more extensive than
those presented below. The list below is not exhaustive, and you are encouraged to perform your own investigation with respect to the business, financial condition and prospects of CorpAcq. You should carefully
consider the following risk factors in addition to the information included in this presentation. CorpAcq may face additional risks and uncertainties that are not presently known to it or that it currently deems immaterial,
which may also impair CorpAcq's business or its financial condition. These risks speak only as of the date of this presentation, and neither the Company nor Churchill undertake any obligation to update the disclosure
contained herein. In making any investment decision, you should rely solely upon independent investigation made by you. You acknowledge that you are not relying upon, and have not relied upon, any of the
summary of risks or any other statement, representation or warranty made by any person or entity other than the statements, representations and warranties of the Company and Churchill explicitly contained in any
definitive agreement you enter into. You acknowledge that you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the
Company and you have sought such accounting, legal and tax advice from your own advisors as you have considered necessary to make an informed decision.
Risks Related to the Company's Business and Industry
We are subject to risks relating to economic disruptions, decreased market demand and other macroeconomic factors that are beyond our control, including the effect of the conflict between Russia and Ukraine,
inflation and the COVID-19 pandemic.
●
●
●
●
●
●
●
.
●
CHURCHILL
CAPITAL VII CorpAcq
●
●
There are risks to our acquisition strategy, and there are no guarantees that we will be able to carry out acquisitions as planned, or with favorable conditions or at all.
The acquisitions and investments we conduct could be unsuccessful or consume significant resources, which could adversely affect our operating results.
We are subject to risks relating to due diligence of our acquisition targets, which may not identify all material risks relating to their businesses, and we may not realize the expected benefits of such arrangements.
Competition for suitable acquisition targets may lead us to not being able to carry out future acquisitions at a reasonable cost or at all, which could adversely affect our operating results.
Our growth and expansion strategy may not materialize as planned or at all.
We are exposed to deficiencies related to our internal controls and decentralized organization, which may have an adverse effect on our operations and may lead to errors in the Post-Combination Company's
financial reporting.
We are dependent on cash flows from our portfolio companies.
Many of our portfolio companies operate in sectors that are vulnerable to competition, and failure of our portfolio companies to adequately compete in their respective industries could have an adverse effect on our
results of operations.
We are a decentralized company and place significant decision-making authority, including decisions regarding operations, governance and finances, with our subsidiaries' management, which presents certain
risks, and we may not always have visibility into or control over such decisions.
We are subject to risks relating to partly owned portfolio companies.
We are subject to risks relating to our information technology systems, financial accounting and other data processing systems, such as cybersecurity risks and risks related to data privacy.
We are subject to risks relating to third-party suppliers, customers, contractors and subcontractors.
We and our portfolio companies are subject to risks relating to increased prices of raw materials and disrupted supply chains, which may result in our portfolio companies being unable to purchase necessary
materials at a reasonable price or at all, and may cause our portfolio companies to raise end consumer prices of any produces or services.
Our insurance coverage, including any insurance coverage held by our portfolio companies, may not cover all potential losses and there are no guarantees that we or our portfolio companies can retain such
insurance coverage at a reasonable cost or at all.
Potential divestments of our portfolio companies may give rise to us becoming subject to additional risks and costs.
We and our portfolio companies could be subject to increased regulation or changes in regulatory regimes which will impact our financial performance.
The industries we serve can be seasonal, cyclical and affected by weather conditions, the combined effects of which can adversely impact our results of operations.
A portion of our future growth is based on the ability and willingness of public and private entities to invest in infrastructure.
Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.
Our results of operations may vary significantly from period to period due to fluctuations in our operating costs and other factors.
Our operating and financial results forecast relies in large part on assumptions and analyses that we have developed. If these assumptions or analyses prove to be incorrect, our actual operating and financial
results may be significantly below our forecasts.
Our forecasts are predicated on maintaining our current acquisition pipeline. Failure to maintain this pipeline, or if acquisitions are different than we've predicted, our financial results may be negatively effected.View entire presentation