Forward Looking Statements
This Current Report on Form 8-K (“Current Report”) includes “forward-looking
statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “plan,” “project,” “will,” “estimate,”
“intend,” “expect,” “believe,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict”,
“accelerate” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future
events. These statements include: expectations regarding the completion of the business combination between PlusAI and Churchill; anticipated timing of PlusAI’s year-end 2025 audit; and expected rescheduled date of the extraordinary general
meeting of Churchill’s shareholders.
These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on 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 will differ from assumptions,
many of which are beyond the control of PlusAI and Churchill.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause our 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
statements. Such risks and uncertainties include: that PlusAI is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; PlusAI’s historical net losses and limited
operating history; PlusAI’s expectations regarding future financial performance, capital requirements and unit economics; PlusAI’s use and reporting of business and operational metrics; PlusAI’s competitive landscape;
PlusAI’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of PlusAI’s business plans and the potential need for additional future financing; PlusAI’s
ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; PlusAI’s reliance on strategic partners and other third parties; PlusAI’s ability to
maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or
changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a
public company; the risk that shareholders of Churchill could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that
could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against PlusAI or Churchill; failure to realize the anticipated benefits of the
proposed transaction; the ability of Churchill or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Churchill’s filings with the SEC.
Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by PlusAI, Churchill or the combined company resulting from the proposed transaction with the
SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these
statements reflect the expectations, plans and forecasts of PlusAI’s and Churchill’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While PlusAI and Churchill
may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Current Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should
not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in Churchill is not an investment in any of its founders’ or sponsors’ past investments, companies or
affiliated funds. The historical results of those investments are not indicative of future performance of Churchill, which may differ materially from the performance of its founders’ or sponsors’ past investments.
Additional Information and Where to Find It
This Current Report relates to the proposed business combination between PlusAI and Churchill. In connection with the proposed business
combination, Churchill has filed the Registration Statement with the SEC, which includes a proxy statement/prospectus that has been distributed to Churchill’s shareholders in connection with Churchill’s solicitation of proxies for the
vote by Churchill’s shareholders in connection with the proposed transaction and other matters described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PlusAI stockholders in
connection with the completion of the proposed transaction. The Registration Statement has been declared effective by the SEC and Churchill has mailed a proxy statement/prospectus and other relevant documents to its shareholders as of the record
date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill shareholders, PlusAI stockholders and other interested persons are advised to read the proxy statement/prospectus, as well as other
documents filed with the SEC by Churchill in