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December 14, 2023
Stephen Scott
Chief Operating Officer
CorpAcq Group Plc
CorpAcq House
1 Goose Green
Altrincham, Cheshire
WA14 1DW
United Kingdom
Re:CorpAcq Group Plc
Registration Statement on Form F-4
Filed November 17, 2023
File No. 333-275613
Dear Stephen Scott:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed November 17, 2023
Cover Page
1.Under Explanatory Note, please include the information required by Item 501 of
Regulation S-K, such as the title and amount of the securities offered, the market for the
securities, and a cross-reference to the risk factors section, including the page number
where it appears in the prospectus.
2.Please note that a letter to security holders in a proxy statement/prospectus also serves as a
prospectus cover page and, therefore, is subject to the plain English rules. Revise to
simplify your explanation of the steps of the transaction, which may be detailed later in
the filing, and avoid complex information copied directly from legal documents

 FirstName LastNameStephen Scott
 Comapany NameCorpAcq Group Plc
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 FirstName LastNameStephen Scott
CorpAcq Group Plc
December 14, 2023
Page 2
without a clear and concise explanation of the provisions. See Rule 421(d) of Regulation
C. Make similar revisions under the Explanatory Note, Questions and Answers, and
Summary of the Proxy Statement/Prospectus.
3.We note your references to “certain 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.” Please describe these
transactions in greater detail, including how much the Sponsor plans to raise. Describe the
use of proceeds from the capital you expect to raise within 30 days after the Closing. If
applicable, highlight material differences in the terms and price of securities issued at the
time of the Churchill IPO as compared to private placements contemplated at the time of
the business combination. Disclose if Churchill's sponsors, directors, officers or their
affiliates will participate in the capital raising transactions. Also discuss the key terms of
any convertible securities and disclose the potential impact of those securities on non-
redeeming shareholders. If applicable, describe these transactions under Interests of
Certain Persons in the Business Combination, Beneficial Ownership of Post-Combination
Company Securities, Impact of the Business Combination on Public Float, and other
disclosure relating to dilution throughout the filing.
4.With respect to the Sponsor’s transfer of its remaining Founder Shares to BermudaCo in
exchange for BermudaCo Redeemable Shares (or other authorized share capital) equal to
the number of Founder Shares attributable to the Delivered Capital Amount and the
Estimated Delayed Financing Amount, please disclose or provide an estimate of the
number of CorpAcq shares underlying the Redeemable Shares (or other authorized share
capital) that will be or is expected to be issued to the Sponsor. Describe these transactions
under Interests of Certain Persons in the Business Combination, Beneficial Ownership of
Post-Combination Company Securities, Impact of the Business Combination on Public
Float, and other disclosure relating to dilution throughout the filing.
5.Please disclose the subscription price for the B Share Subscription.
6.Please discuss the purpose for the creation of Polaris Bermuda Limited in connection with
the business combination, including the purpose of the Exchange Right pursuant to the
BermudaCo Bye-laws and the Back to Back Share Issuance Agreement. Also clarify why
the Back to Back Share Issuance Agreement may constitute a derivative contract within
the United Kingdom derivative contracts tax regime and quantify the potential tax charges
that may arise in BermudaCo and/or PubCo in this regard.
7.Please describe the purpose for the valuation report pursuant to section 593 of the UK
Companies Act 2006 in respect of the 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.
8.Please quantify the aggregate amount of cash expected at the Closing and clarify how the
Closing Seller Consideration will be determined. Explain the uses for Closing Seller
Consideration, including the I/C CorpAcq Interest Loan.

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 Comapany NameCorpAcq Group Plc
 December 14, 2023 Page 3
 FirstName LastName
Stephen Scott
CorpAcq Group Plc
December 14, 2023
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9.Please clarify the Sponsor earnout terms, including the maximum amount of the earnout.
Describe these transactions under Interests of Certain Persons in the Business
Combination, Beneficial Ownership of Post-Combination Company Securities, Impact of
the Business Combination on Public Float, and other disclosure relating to dilution
throughout the filing.
10.Please briefly describe the CorpAcq Preferred Redemption and the Drag Along
transactions with cross-references to a more detailed discussion.
11.Throughout the front part of the filing, as applicable, please briefly describe the “certain
provisions” in the Post-Combination Articles that stockholders are being asked to vote on
in the proposal.
Industry and Market Data, page 2
12.Please revise the language in this section to eliminate the implication that you are not
responsible for the accuracy of the information you elect to include in your prospectus.
Questions and Answers
What revenues and profits/losses has CorpAcq generated in the last two years?, page 18
13.Please disclose CorpAcq’s losses for the fiscal year ended December 31, 2022 and for the
six months ended June 30, 2023. Also disclose that CorpAcq’s auditors have issued a
going concern opinion and that CorpAcq is required to make a balloon payment of £120
million on June 15, 2024, in accordance with CorpAcq’s £200 million facility. As stated
in the notes to the financial statements, disclose that based on CorpAcq’s forecasts,
CorpAcq does not expect it will be able to make the balloon payment using cash on hand
and cash available from other undrawn bank facilities without refinancing the facility.
Make similar disclosures under the Risk Factor Summary starting on page 56.
Will Churchill or CorpAcq raise new financing in connection with the Business Combination?,
page 22
14.Please clarify your disclosure with respect to new financing. Describe whether the new
credit facility is different than the £200 million facility agreement with Alcentra that
CorpAcq plans to refinance prior to the business combination. Disclose the amount the
Sponsor estimates it will need to raise to satisfy the closing condition. Also disclose your
estimate of the amount necessary to be raised following the closing and the use of
proceeds for such capital raising transaction.
What conditions must be satisfied to complete the Business Combination?, page 22
15.Please disclose all material conditions that must be satisfied to complete the business
combination.

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 Comapany NameCorpAcq Group Plc
 December 14, 2023 Page 4
 FirstName LastName
Stephen Scott
CorpAcq Group Plc
December 14, 2023
Page 4
What is the amount of net cash per share of Churchill's Class A Common Stock that is . . . , page
24
16.We note that you disclose the estimated net cash per share under a no redemption and
contractual maximum redemption scenario. Revise your disclosure to include a sensitivity
analysis showing an interim redemption level. Provide similar disclosure under Impact of
the Business Combination on Public Float.
What are the U.S. federal income tax consequences of exercising my redemption rights?, page 26
17.Please clearly state the tax consequences to security holders electing to redeem their
shares and to security holders electing not to have their shares redeemed if the merger is
completed. We note your discussion on page 213 that 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.
What happens if the Business Combination is not consummated?, page 32
18.Please disclose the material termination provisions in the merger agreement. Also disclose
whether Churchill currently expects to hold a special meeting to extend the period for
which Churchill can complete the business combination. If Churchill expects to hold a
special meeting, disclose that stockholders will have the opportunity to redeem their
shares in connection with such meeting.
Summary of the Proxy Statement/Prospectus, page 38
19.Please provide an organizational chart depicting the pre- and post-business combination
structure and the relationships between the various entities discussed in your registration
statement. Also identify the entities or group of security holders and their beneficial
ownership of the securities held in each such entity.
The Parties to the Business Combination, page 38
20.Please describe BermudaCo and its purpose.
Risk Factors, page 61
21.Please revise your risk factors to disclose the information investors need to assess the
magnitude of the risk. For example:
•Under “The acquisitions and investments CorpAcq conducts . . .,” quantify the
outstanding contingent considerations and put options to the sellers of the acquisition
targets.
•Under “Following the Business Combination, the Post-Combination Company will
be a holding company . . .,” disclose the number of subsidiaries that are subject to the
risks in the bullet points.
•Under “CorpAcq and its subsidiaries are subject to risks relating to increased prices

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 December 14, 2023 Page 5
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CorpAcq Group Plc
December 14, 2023
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of raw materials and disrupted supply chains . . .,” disclose the specific risks to
material subsidiaries.
•Under “CorpAcq’s subsidiaries are or may become dependent on individual customer
relationships . . .,” identify the subsidiaries and provide more detail regarding the type
of customers, products and services to which you refer.
•Under “Potential divestments of CorpAcq’s subsidiaries may give rise to CorpAcq
becoming subject to additional risks . . .,” describe recent material divestments and
the associated risks.
22.To the extent any of CorpAcq's subsidiaries are exposed to material risks associated with
the United Kingdom's withdrawal from the European Union, please add risk factor
disclosure. Also disclose whether the Churchill board considered this potential risk.
23.We note your risk factor disclosure on page 66 regarding CorpAcq's going concern
determination and its efforts to refinance its existing debt. Please discuss the risk to
investors resulting from the post-business combination company having to make the £120
million balloon payment due in 2024. We note your disclosure on page 273 that, if
necessary, CorpAcq expects that the cash proceeds from the business combination would
also contribute to provide sufficient liquidity to enable CorpAcq to make the balloon
payment.
CorpAcq has identified material weaknesses in its internal control over financial reporting, page
87
24.Please disclose when CorpAcq expects to remediate its material weaknesses in its internal
control over financial reporting.
CorpAcq has identified material weaknesses in its internal control over financial reporting, page
87
25.We note your disclosure here and on page 282 that your independent registered public
accounting firm conducted a review of CorpAcq financial statements as of and for the six
months ended June 30, 2023. Please tell us what consideration you gave to including a
review report and acknowledgement letter from your auditor. Reference is made to Article
10 of Regulation S-X and Item 601 of Regulation S-K.
The Post-Combination Company may qualify as an 'emerging growth company' . . ., page 89
26.We note your disclosure here and on page 281 that should you qualify as an emerging
growth company, you intend to avail yourself of the option under Section 102(b)(1) of the
JOBS Act to defer the adoption of new or revised financial accounting standards until
such standards apply to private companies. Please note that this option only applies to
registrants whose financial statements are prepared in accordance with U.S. GAAP, and
therefore excludes financial statements prepared in accordance with IFRS as issued by the
IASB. Please revise your disclosures accordingly.

 FirstName LastNameStephen Scott
 Comapany NameCorpAcq Group Plc
 December 14, 2023 Page 6
 FirstName LastNameStephen Scott
CorpAcq Group Plc
December 14, 2023
Page 6
The Business Combination
Background of the Business Combination, page 148
27.We note that on January 20, 2023, Archimedes indicated that CorpAcq could have an
enterprise value 10 times its 2022 Adjusted EBITDA. Please discuss the basis for this
valuation and disclose the set of comparable companies that the Churchill Board evaluated
in determining that CorpAcq has an attractive valuation for purposes of recommending
the business combination, if different from the list of selected publicly traded companies
discussed in the opinion from Duff & Phelps. In addition, please clarify whether this
enterprise value was subject to any negotiations between the parties.
Certain Financial Projections Provided to Churchill Board, page 168
28.Please describe the material assumptions underlying your financial projections.
Interests of Certain Persons in the Business Combination, page 170
29.Please expand your disclosure regarding the sponsor’s and/or its affiliates' ownership
interest in CorpAcq, including Bonnie Jonas' indirect interest and Archimedes Advisor
Group LLC's interest via its consulting agreement with CorpAcq. Disclose the
approximate dollar value of the interest based on the transaction value and recent trading
prices as compared to the price paid.
Information Related to CorpAcq, page 244
30.Please disclose your methodology for calculating your total addressable market and
provide a source for your statement that the UK economy is expected to grow at a CAGR
of 4.2% between 2022 and 2027.
31.We note your disclosure that the CorpAcq portfolio consists of 42 subsidiaries across
industrial and commercial end-markets. Please describe the important events in the
development of CorpAcq’s business, such as material acquisitions. Within each of
CorpAcq’s four reportable segments, identify the material subsidiaries and for each such
subsidiary describe the nature of its operations and principal activities, stating the main
categories of products sold and/or services. For each material subsidiary disclose the
proportion of ownership interest and, if different, the proportion of voting power held by
CorpAcq. We also note the disclosure in your investor presentation and on page 246 of
your proxy statement/prospectus that your top 10 subsidiaries account for less than two-
thirds of total Adjusted EBITDA. Identify these top 10 subsidiaries. Provide additional
information for each material subsidiary as required by Item 4 of Form 20-F.
32.Please explain how CorpAcq finances its acquisitions and describe the material debt
covenants in CorpAcq’s facility.
33.Under Properties, please provide information regarding CorpAcq’s material tangible fixed
assets,