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Churchill Capital and the price of getting paid

Authorship split not recorded

Public investors in Churchill Capital III paid $10 a share. Michael Klein’s sponsor paid $25,000 for 27.5 million shares, less than a tenth of a cent each. It also paid $23 million for warrants, worth something only if the stock rose above $11.50.

If no deal closed, the public got its money back and, in the proxy’s words, the sponsor’s shares “would be worthless.” If any deal closed, those shares were worth millions at almost any price.

$25,000 buys a different calculation

Churchill III’s merger with MultiPlan brought that conflict into court. Shareholders alleged that the merger proxy left out a competitive threat from UnitedHealth, MultiPlan’s largest customer. Vice Chancellor Lori Will’s January 2022 opinion let the claims proceed, examining the sponsor’s incentives and shareholders’ redemption decisions. It was a ruling on pleaded claims, not a fraud verdict.

On closing day, MultiPlan paid the Klein Group, a Klein affiliate, $30.5 million in cash fees. The sponsor’s shares were worth $271 million at that day’s close, though 12.4 million would vest only above $12.50. The stock never got there; those shares and the private warrants were cancelled in October 2025. The $33.75 million settlement came from MultiPlan and its insurers.

MultiPlan (Churchill III): weekly close per original $10 share, adjusted for reverse splits (Nasdaq), and estimated weekly turnover. Dots are Form 4 transactions (data) by trade date, one size step per tenfold value, with tails to the filing date. Diamonds: M. Klein and Company.

Klein’s next seat at the table

Churchill II took Skillsoft public. Klein joined its board, and the Klein Group was paid $14.4 million for advising on that merger, a second acquisition and the financing. In December 2021, Skillsoft, under CEO Jeffrey Tarr, announced a $525 million acquisition of Codecademy, led by founder Zach Sims.

The merger proxy showed Prosus owning about 37.5% of Skillsoft in February 2022, and an affiliate about 23.8% of Codecademy. Klein sat on Skillsoft’s board while the Klein Group advised on the deal for a fee payable at closing, giving it, in the proxy’s words, “a financial interest in the closing of the Mergers.”

A stockholder suit over the acquisition was dismissed in February 2025. In defense counsel’s account, the plaintiff had not explained why Prosus would harm its own investment by overpaying.

Skillsoft (Churchill II), same method (Nasdaq, Form 4). Diamonds: Churchill Sponsor II’s June 2022 distribution of all its shares and warrants to members, a transfer rather than a sale.

Essentially a scam

The Form 4s here record more insider purchases than sales, including $19.8 million of MultiPlan stock bought by M. Klein and Company. None is a sponsor sale. This isn’t insider trading. The value sat in founder shares and fees, all disclosed, and I still think the structure is essentially a scam. The people arranging a deal are paid to close it. By July 17, 2026, shares that public investors bought at $10 were worth $0.32 in Skillsoft, $0.74 in Lucid and $0.76 in MultiPlan.

Churchill IV’s sponsor held 51.75 million founder shares, bought for $25,000. By December 2021 Lucid had cleared every vesting target, and the stake was worth $1.9 billion on paper. In January 2023 the sponsor distributed shares to its members, as recipients reported; what it sold, if anything, is not in these filings.

Lucid (Churchill IV), same method (Nasdaq, Form 4). The large purchases are Saudi Arabia’s Public Investment Fund, mostly buying directly from Lucid.

When Churchill VII’s CorpAcq merger fell through in 2024, public shareholders got about $10.84 a share back and the sponsor’s warrants expired worthless.

Before buying the growth story, check what the people selling it get paid to complete.