UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40051

CHURCHILL CAPITAL CORP VII

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3420354

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

640 Fifth Avenue, 12^th12th Floor

New York, NY 10019

(Address of principal executive offices)

(212) 380-7500

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock,, $0.0001 par value, and one-fifth of one warrant	CVII.U	The New York Stock Exchange
Shares of Class A common stock	CVII	The New York Stock Exchange
Warrants included as part of the units	CVII WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧☒ No ◻☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧☒ No ◻☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	◻☐	Accelerated filer	◻☐
Non-accelerated filer	⌧☒	Smaller reporting company	☒☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻☐

As of May ~~19, 2021,~~16, 2022, there were 138,000,000 shares of Class A common stock, $0.0001 par value, and 34,500,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

~~Table of Contents~~

CHURCHILL CAPITAL CORP VII

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, ~~2021~~2022

TABLE OF CONTENTS


	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
Condensed ~~Statement~~Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	2
Condensed ~~Statement~~Statements of Changes in Stockholders’ ~~Equity~~Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3
Condensed ~~Statement~~Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	2322
Item 4. Controls and Procedures	2322
Part II. Other Information	2324
Item 1. Legal Proceedings	2324
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3. Defaults Upon Senior Securities	2426
Item 4. Mine Safety Disclosures	2426
Item 5. Other Information	2426
Item 6. Exhibits	2527
Part III. Signatures	2628

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CHURCHILL CAPITAL CORP VII

CONDENSED BALANCE SHEETS

March 31,

December 31,

2021

2020

(unaudited)

ASSETS

Current assets

Cash

$
5,387,910

$
25,000
Prepaid expenses

1,862,223

—
Total Current Assets

7,250,133

25,000
Deferred offering costs

—

11,000
Marketable securities held in Trust Account

1,380,024,151

—
TOTAL ASSETS

$
1,387,274,284

$
36,000

LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities

Accounts payable and accrued expenses

59,383

12,000
Warrant liability

65,718,000

—
Deferred underwriting fee payable

48,300,000

—
Total Liabilities

114,077,383

12,000




Commitments and contingencies





Class A common stock subject to possible redemption, 126,819,690 and 0 shares at redemption value at as of March 31, 2021 and December 31, 2020, respectively

1,268,196,900

—




Stockholders' Equity




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding

—

—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 11,180,310 and 0 shares issued and outstanding (excluding 126,819,690 and 0 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

1,118

—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 34,500,000 shares issued and outstanding at March 31, 2021 and December 31, 2020 (1), respectively

3,450

3,450
Additional paid-in capital

12,647,052

21,550
Accumulated deficit

(7,651,619)

(1,000)
Total Stockholders’ Equity

5,000,001

24,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
1,387,274,284

$
36,000

~~(1) Included an aggregate of 4,500,000 shares that were subject to forfeiture to the extent that the underwriters' over-allotment was not exercised in full at December 31, 2020 (see Note 5).~~


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	3,865,639	$	4,155,162
Prepaid expenses		954,427		1,123,588
Total current assets		4,820,066		5,278,750

Marketable securities held in Trust Account		1,380,734,719		1,380,345,892
TOTAL ASSETS	$	1,385,554,785	$	1,385,624,642

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	456,803	$	255,009
Income tax payable		24,241		24,241
Total current liabilities		481,044		279,250

Warrant liabilities		36,120,000		60,526,000
Deferred legal fee		54,026		—
Deferred underwriting fee payable		48,300,000		48,300,000
Total liabilities		84,955,070		109,105,250

Commitments and contingencies

Class A common stock subject to possible redemption,138,000,000 shares at redemption value as of March 31, 2022 and December 31, 2021		1,380,000,000		1,380,000,000

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; NaN issued or outstanding		—		—
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 34,500,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		3,450		3,450
Additional paid-in capital		—		—
Accumulated deficit		(79,403,735)		(103,484,058)
Total stockholders’ deficit		(79,400,285)		(103,480,608)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,385,554,785	$	1,385,624,642

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CHURCHILL CAPITAL CORP VII

CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

~~THREE MONTHS ENDED MARCH 31, 2021~~

(UNAUDITED)

Operating and formation costs

$
(208,027)
Loss from operations

(208,027)

Other (expense) income:

Loss on Warrant Liability

(6,070,000)
Transaction costs related to Private Placement and Public Warrants

(1,396,743)
Interest earned on marketable securities held in Trust Account

51,619
Unrealized loss on marketable securities held in Trust Account

(27,468)
Other expense, net

(7,442,592)

Loss before income taxes

(7,650,619)
Benefit from income taxes

—
Net loss

$
(7,650,619)

Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption

127,445,077

Basic and diluted net income per share, Class A common stock subject to redemption

$
0.00

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

36,948,426

Basic and diluted net loss per share, Non-redeemable common stock

$
(0.06)


	Three Months Ended
	March 31,
	2022		2021
Operating costs	$	714,504	$	208,027
Loss from operations		(714,504)		(208,027)

Other income (expense):
Change in fair value of Warrant Liabilities		24,406,000		(6,070,000)
Transaction costs related to Private Placement and Public Warrants		—		(1,396,743)
Interest earned on marketable securities held in Trust Account		348,592		51,619
Unrealized gain (loss) on marketable securities held in Trust Account		40,235		(27,468)
Other income (expense), net		24,794,827		(7,442,592)

Income (loss) before provision for income taxes	$	24,080,323	$	(7,650,619)
Provision for income taxes		—		—
Net income (loss)	$	24,080,323	$	(7,650,619)

Basic and diluted weighted average shares outstanding, Class A common stock		138,000,000		64,400,000

Basic and diluted net income (loss) per share, Class A common stock	$	0.14	$	(0.08)

Basic and diluted weighted average shares outstanding, Class B common stock		34,500,000		32,100,000

Basic and diluted net income (loss) per share, Class B common stock	$	0.14	$	(0.08)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CHURCHILL CAPITAL CORP VII

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~DEFICIT

(UNAUDITED)

THREE ~~MONTH~~SMONTHS ENDED ~~March~~MARCH 31, 2022

Class A

Class B

Additional

Total

Common Stock

Common Stock

Paid in

Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit

Deficit
Balance — January 1, 2022

—

$
—

34,500,000

$
3,450

$
—

$
(103,484,058)

$
(103,480,608)

Net income

—

—

—

—

—

24,080,323

24,080,323

Balance — March 31, 2022

—

$
—

34,500,000

$
3,450

$
—

$
(79,403,735)

$
(79,400,285)

THREE MONTHS ENDED MARCH 31, 2021

Total

Class A

Class B

Additional

Stockholders’

Common Stock

Common Stock

Paid in

Accumulated

Equity


Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit)
Balance — January 1, 2021

—

$
—

34,500,000

$
3,450

$
21,550

$
(1,000)

$
24,000

Accretion for Class A common stock to redemption amount

—

—

—

—

(21,550)

(99,154,930)

(99,176,480)

Net loss

—

—

—

—

—

(7,650,619)

(7,650,619)

Balance — March 31, 2021

—

$
—

34,500,000

$
3,450

$
—

$
(106,806,549)

$
(106,803,099)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CHURCHILL CAPITAL CORP VII
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Class A

Class B

Additional

Total

Common Stock

Common Stock

Paid-in

Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit

Equity
Balance — January1, 2021

—

—

34,500,000

$
3,450

$
21,550

$
(1,000)

$
24,000

Sale of 138,000,000 Units, net of underwriting discount and offering expenses

138,000,000

$
13,800

—

—

1,280,809,720

—

1,280,823,520

Common stock subject to possible redemption

(127,445,077)

(12,745)

—

—

(1,274,438,025)

—

(1,274,450,770)

Change in value of common stock subject to redemption

625,387

63

—

—

6,253,807

—

6,253,870

Net loss

—

—

—

—

—

(7,650,619)

(7,650,619)

Balance — March 31, 2021

11,180,310

$
1,118

34,500,000

$
3,450

$
12,647,052

$
(7,651,619)

$
5,000,001

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~CONDENSED STATEMENT OF CASH FLOWS~~
~~THREE MONTHS ENDED~~ ~~March 31, 2021~~
~~(UNAUDITED)~~


Three Months Ended

March 31,

2022

2021
Cash Flows from Operating Activities:

Net loss

$
(7,650,619)
Net income (loss)

$
24,080,323

$
(7,650,619)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

(51,619)

(348,592)

(51,619)
Unrealized loss on marketable securities held in Trust Account

27,468
Unrealized (gain) loss on marketable securities held in Trust Account

(40,235)

27,468
Change in fair value of Warrant Liabilities

6,070,000

(24,406,000)

6,070,000
Offering cost allocable to Warrant Liabilities

1,396,743
Transaction costs related to Private Placement and Public Warrants

—

1,396,743
Changes in operating assets and liabilities:






Prepaid expenses

(1,862,223)

169,161

(1,862,223)
Accrued expenses

53,383

255,820

53,383
Net cash used in operating activities

(2,016,867)

(289,523)

(2,016,867)

Cash Flows from Investing Activities:

Investment of cash into Trust Account

(1,380,000,000)
Investment of cash in Trust Account

—

(1,380,000,000)
Net cash used in investing activities

(1,380,000,000)

—

(1,380,000,000)






Cash Flows from Financing Activities:






Proceeds from sale of Units, net of underwriting discounts paid

1,355,500,000

—

1,355,500,000
Proceeds from sale of Private Placements Warrants

32,600,000

—

32,600,000
Proceeds from promissory note - related party

375,000

—

375,000
Repayment of promissory note - related party

(375,000)

—

(375,000)
Payment of offering costs

(720,223)

—

(720,223)
Net cash provided by financing activities

1,387,379,777

—

1,387,379,777






Net Change in Cash

5,362,910

(289,523)

5,362,910
Cash — Beginning of period

25,000

4,155,162

25,000
Cash — End of period

$
5,387,910

$
3,865,639

$
5,387,910

Non-Cash investing and financing activities:

Non-Cash Investing and Financing Activities:

Offering costs included in accrued offering costs

$
6,000

$
—

$
5,000
Initial classification of Class A common stock subject to possible redemption

$
1,274,450,770

$
—

$
1,380,000,000
Change in value of Class A common stock subject to possible redemption

$
(6,253,870)
Deferred underwriting fee payable

$
48,300,000

$
—

$
48,300,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Churchill Capital Corp VII (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1 or more businesses (the ~~"Business Combination"~~“Business Combination”).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, ~~2021,~~2022, the Company had not commenced any operations. All activity through March 31, ~~2021~~2022 relates to the ~~Company's~~Company’s formation and the initial public offering ("(“Initial Public ~~Offering"~~Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will generate~~generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 18,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 3. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000.
Simultaneously with the closing of the ~~IPO,~~Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), generating gross proceeds to the Company of $32,600,000.
Transaction costs amounted to $73,525,223 consisting of $24,500,000 of underwriting discount net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs.
Following the closing of the Initial Public Offering on February 17, 2021, an amount of $1,380,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and to pay its tax obligations.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company ~~Act of 1940, as amended (the “Investment~~Act. There is no assurance that the Company ~~Act”).~~will be able to successfully effect a Business Combination.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the ~~"Amended~~“Amended and Restated Certificate of ~~Incorporation"~~Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ~~("SEC"~~(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 6)5) and any Public Shares ~~purchased~~acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, ~~each~~ public ~~stockholder~~stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed ~~transaction.~~Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a ~~"group"~~“group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem ~~100%~~one-hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the ~~Company’s warrants,~~Public Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window.

The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7)6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the ~~assets~~funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit ~~($10.00).~~of $10.00 in the Initial Public Offering.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party ~~who~~that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of March 31, 2022, we had cash of $3,865,639. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Additionally, to fund working capital and tax liabilities the Company has permitted withdrawals available up to an annual limit of $1,000,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of March 31, 2022, the Company has not had any permitted withdrawals for 2022 and has access to the full $1,000,000 (to the extent interest is available).

Management has determined that if the Company is unable to complete a Business Combination by February 17, 2023, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Based on substantial progress with potential Business Combination targets, management believes that it is probable that the Company will complete a Business Combination in advance of the mandatory liquidation date or that it will have a signed letter of intent that would allow the Company to extend the mandatory liquidation date to May 17, 2023. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target ~~company,~~business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

~~NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~
The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.
In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company has concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should classify warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. See Notes 3, 9 and 10.
~~The following tables summarize the effect of the revision on each financial statement line item as of the date indicated:~~

As Previously

Balance Sheet as of February 17, 2021 (audited)

Reported

Adjustment

Revised




Warrant liability

—

59,648,000

59,648,000
Class A common stock subject to possible redemption

1,334,098,770

(59,648,000)

1,274,450,770
Additional paid-in capital

4,997,098

1,396,743

6,393,841
Accumulated deficit

(1,000)

(1,396,743)

(1,397,743)

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus~~Annual Report on Form 10-K for ~~its Initial Public Offering~~the year ended December 31, 2021 as filed with the SEC on ~~February 12, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on February 17, 2021 and February 23, 2021, April 5, 2021 and May 11, 2021.~~March 31, 2022. The interim results for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the results to be expected for the year ended December 31, ~~2021~~2022 or for any future periods.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a ~~nonbinding~~non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act ~~registration statement~~ declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial ~~statement~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. ~~Accordingly,~~One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Marketable Securities Held in the Trust Account
At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. NaN amounts were withdrawn during the three months ended March 31, ~~2021.~~2022. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that isare either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

$
1,380,000,000
Less:

Proceeds allocated to Public Warrants

$
(27,048,000)
Class A common stock issuance costs

$
(72,128,480)
Plus:

Accretion of carrying value to redemption value

$
99,176,480
Class A common stock subject to possible redemption

$
1,380,000,000

Warrant ~~Liability~~Liabilities
The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our ~~statement~~statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified ~~Black Scholes~~Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, ~~"Income~~“Income Taxes."” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ~~The Company is subject to income tax examinations by major taxing authorities since inception.~~
Offering Costs
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the ~~balance sheet date~~Initial Public Offering that ~~are~~were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to ~~shareholders’ equity~~stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed ~~statement~~statements of operations.
Net ~~loss~~Income (Loss) per Common Share
Net ~~loss~~income (loss) per common share is computed by dividing net income (loss) by the ~~weighted-average~~weighted average number ~~of shares~~ of common stock outstanding ~~during~~for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value.
The ~~Company has~~calculation of diluted net income (loss) per common share does not ~~considered~~consider the effect of the warrants ~~sold~~issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted ~~loss~~net income (loss) per common share, since the exercise of the warrants ~~into shares of common stock~~ is contingent upon the occurrence of future ~~events~~events. As of March 31, 2022 and 2021, the ~~inclusion~~Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of ~~such warrants would be anti-dilutive.~~
~~The Company’s statement of operations includes a presentation of loss per share for Class A~~ common stock ~~subject to possible redemption~~and then share in the earnings of the Company. As a ~~manner similar to the two-class method of~~result, diluted net income (loss) per common ~~share. Net loss~~share is the same as basic net income (loss) per common share for the periods presented.
The following table reflects the calculation of basic and diluted ~~for Class A~~net income (loss) per common ~~stock subject to possible redemption is calculated by dividing the proportionate~~ share ~~of income or loss on marketable securities held by the Trust Account the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.~~
~~Net loss~~(in dollars, except per share basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.amounts):

Three Months Ended

March 31,


2022

2021


Class A

Class B

Class A

Class B
Basic and diluted net income (loss) per common share








Numerator:








Allocation of net income (loss), as adjusted

$
19,264,258

$
4,816,065

$
(5,105,698)

$
(2,544,921)
Denominator:








Basic and diluted weighted average shares outstanding

138,000,000

34,500,000

64,400,000

32,100,000
Basic and diluted net income (loss) per common share

$
0.14

$
0.14

$
(0.08)

$
(0.08)
Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2022

~~(Unaudited)~~(UNAUDITED)

~~The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):~~

Three Months

Ended

March 31,

2021
Class A common stock subject to possible redemption

Numerator: Earnings allocable to Class A common stock subject to possible redemption

Interest income

$
47,438
Unrealized loss on investments held in Trust Account

(25,243)
Less: Company’s portion available to be withdrawn to pay taxes

(22,195)
Less: Company’s portion available to be withdrawn for working capital purposes

—
Net income allocable to Class A common stock subject to possible redemption

$
—
Denominator: Weighted Average Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

127,445,077
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption

$
0.00

Non-Redeemable Common Stock

Numerator: Net loss minus Net Earnings

Net loss

$
(7,650,619)
Less: Income allocable to Class A common stock subject to possible redemption

—
Non-Redeemable Net loss

$
(7,650,619)
Denominator: Weighted Average Non-redeemable Common stock

Basic and diluted weighted average shares outstanding, Non-redeemable Common stock

36,948,426
Basic and diluted net loss per share, Non-redeemable Common stock

$
(0.06)

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC ~~Topic~~ 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note ~~10)~~9).

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any ~~other~~ recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 4.3. PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 138,000,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriter of its option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of 1 share of Class A common stock and one-fifth of one redeemable warrant ("(“Public ~~Warrant"~~Warrant”). Each whole Public Warrant entitles the holder to purchase 1 share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 5.4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 32,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $32,600,000. Each Private Placement Warrant is exercisable to purchase 1 share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement ~~Warrants.~~Warrants (see Note 8).

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

In December 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate one Founder Share price of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 5, 2021, the Company effected a 20,125,000 stock dividend. Additionally, on February 11, 2021, the Company effected a 5,750,000 stock dividend, of ~~one-fifth of a share of Class B common stock for each outstanding share of Class B common stock,~~ resulting in our initial stockholders holding an aggregate of 34,500,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 4,500,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option iswas not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, ~~20%~~twenty percent (20%) of the Company’s issued and outstanding ~~shares~~common stock after the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 0 Founder Shares are currently subject to forfeiture.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination orand (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the ~~Company's~~Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20twenty (20) trading days within any ~~30-trading~~thirty (30)-trading day period commencing at least ~~150~~one-hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up.

Administrative ~~Support~~Services Agreement

The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. For the three months ended March 31, 2022 and 2021, the Company incurred and paid $150,000 and $69,643 of such ~~fees.~~fees, respectively.

Advisory Fee

The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions.

Promissory Note—Related Party

On December 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note iswas non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, there was 0 outstanding balance under the Promissory ~~Note, respectively.~~Note. The borrowings outstanding under the Promissory Note in the amount of $375,000 were repaid upon the consummation of the Initial Public Offering on February 17, 2021. Borrowings under the Promissory Note are no longer available.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ~~("Working~~(the “Working Capital ~~Loans"~~Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of ~~such~~the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. NaN Working Capital Loans were outstanding as of March 31, 2022 and December 31, 2021.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

NOTE 7.6. COMMITMENTS AND CONTINGENCIES

Registration Rights

~~The~~Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights ~~pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering~~ requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to 3 demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain ~~"piggy-back"~~“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The Company granted the underwriters a ~~45-day~~forty-five (45)-day option from the date of Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s election to fully exercise the over-allotment option, the underwriters purchased an additional 18,000,000 Units, at a price of $10.00 per Unit. The underwriters ~~will be~~were entitled to a cash underwriting discount of $0.20 per Unit, or ~~$24,000,000 in the aggregate (or~~ $27,600,000 in the aggregate, ~~if the underwriters’ over-allotment option is exercised in full),~~ payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or ~~$42,000,000 in the aggregate (or~~ $48,300,000 in the ~~aggregate if the underwriters’ over-allotment option is exercised in full).~~aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

~~Legal~~Due Diligence Fees

As of March 31, ~~2021,~~2022, the Company incurred due diligence fees of $1,575,000. These fees will only become due and payable upon the consummation of an initial Business Combination.

Legal Fees

As of March 31, 2022, the Company incurred legal fees of ~~$34,012.~~$54,026. These fees will only become due and payable upon the consummation of an initial Business Combination.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

NOTE 8.7. STOCKHOLDERS’ ~~EQUITY~~DEFICIT
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, there were 0 shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue ~~240,000,000~~500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to 1 vote for each share. At March 31, 2022 and December 31, 2021, there were ~~11,180,310~~138,000,000 shares of Class A common stock issued and outstanding, ~~excluding 126,819,690 shares of~~including Class A common stock subject to possible ~~redemption.~~redemption which are presented as temporary equity.
Class B Common Stock — The Company is authorized to issue ~~60,000,000~~100,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to 1 vote for each share. At March 31, 2022 and December 31, 2021, there were 34,500,000 shares of Class B common stock issued and outstanding.

~~outstanding~~Table of Contents.

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination.

NOTE 9.8. WARRANT ~~LIABILITY~~LIABILITIES

At March 31, 2022 and December 31, 2021, there were 27,600,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional ~~warrants~~Warrants will be issued upon separation of the Units and only whole ~~warrants~~Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30thirty (30) days after the completion of a Business Combination or (b) 12twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a ~~warrant~~Warrant and will have no obligation to settle such ~~warrant~~ exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the ~~warrants~~Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No ~~warrant~~Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their ~~warrants,~~Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the ~~warrants~~Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the ~~warrants~~Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a ~~warrant~~Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of ~~Public~~the Warrants who exercise their ~~warrants~~Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of Class A common stock under applicable blue sky laws to the extent an exemption is not available.

Once the ~~warrants~~Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per ~~warrant;~~Public Warrant;

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

●

upon not less than ~~30 days'~~thirty (30) days’ prior written notice of redemption;

●

if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20twenty (20) trading days within a ~~30-trading~~thirty (30)-trading day period ending on the third business day prior to the notice of redemption to the ~~warrant~~Public Warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the ~~warrants.~~Warrants.

If and when the ~~warrants~~Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a ~~"cashless~~“cashless basis,"” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the ~~warrants~~Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the ~~warrants~~Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the ~~warrants.~~Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of ~~warrants~~Public Warrants will not receive any of such funds with respect to their ~~warrants,~~Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such ~~warrants.~~Public Warrants. Accordingly, the ~~warrants~~Public Warrants may expire worthless.

At March 31, 2022 and December 31, 2021, there were 32,600,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

NOTE ~~10.~~9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

Level 3:
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, ~~2021~~2022 and ~~at Issuance (upon consummation of the IPO)~~December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:




March 31,





March 31,

December 31,
Description

Level

2021

At Issuance

Level

2022

2021
Assets:








Marketable securities held in Trust Account

1

$
1,380,024,151

$
1,380,000,000

1

$
1,380,734,719

$
1,380,345,892

Liabilities:







Warrant liability- Public Warrants

3

29,532,400

27,048,000

1

16,560,000

27,600,000
Warrant liability- Private Placement Warrants

3

36,186,000

32,600,000

3

19,560,000

32,926,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the ~~statement~~statements of operations.
~~At issuance, the warrant liability for~~The Public ~~Warrants~~ and Private ~~Placement~~ Warrants were valued as of ~~March 31,~~February 17, 2021 using a Monte Carlo simulation model and a ~~modified~~Modified Black Scholes model, respectively, which ~~are~~is considered to be a Level 3 fair value ~~measurements. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CCVII.WS, which is a Level 1 fair value.~~

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

measurement. The Monte Carlo ~~simulation’s~~simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. ~~The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.~~ The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS. For subsequent measurements of the Private Warrants after detachment, a Modified Black Scholes Option Pricing model was used. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement.
At issuance, the estimated fair value of the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of ~~issuance~~March 31, 2022 and ~~March~~December 31, 2021, the estimated fair value of ~~Warrant Liability –~~the Private Placement Warrants ~~were~~was determined using a modified Black-Scholes ~~valuation and based on~~model. The following are the ~~following~~ significant ~~inputs:~~inputs used in determining fair value:

As of

As of


March 31, 2021

At Issuance


March 31, 2022

December 31, 2021

Exercise price

$
11.50

$
11.50

$
11.50

$
11.50

Stock price

$
9.76

$
9.81

$
9.85

$
9.83

Volatility

20
%

19.25
%

8.0
%

14.9
%
Probability of completing a Business Combination

80
%

80
%

—
%

—
%
Term

5.25

5.25

5.29

5.29

Risk-free rate

1.2
%

0.69
%

2.40
%

1.35
%
Dividend yield

0.0
%

0.0
%

0.0
%

0.0
%

For the valuation at March 31, 2022 and December 31, 2021, probability of completing a Business Combination was not a significant input. This assumption is embedded in the volatility percentage. For periods prior to the warrants detachment, this was considered a significant input.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(UNAUDITED)

The following table presents the changes in the fair value of Level 3 warrant liabilities:


Public

Private Placement

Warrant Liabilities

Public Warrants

Private Placement Warrants

Warrant Liabilities
Warrant liabilities at February 17, 2021 (IPO)

$
0

$
0

$
0
Warrant liabilities at February 17, 2021(IPO)

$
0

$
0

$
0
Issuance of Public and Private Warrants

27,048,000

32,600,000

59,648,000

27,048,000

32,600,000

59,648,000
Change in fair value of warrant liabilities

2,484,000

3,586,000

6,070,000

2,484,000

3,586,000

6,070,000
Fair value as of March 31, 2021

29,532,000

36,186,000

65,718,000

29,532,000

36,186,000

65,718,000
Change in fair value of warrant liabilities

8,832,000

11,410,000

20,242,000
Transfer to Level 1

(38,364,000)

—

(38,364,000)
Fair value as of June 30, 2021

—

$
47,596,000

$
47,596,000
Change in fair value of warrant liabilities

—

(16,952,000)

(16,952,000)
Fair value as of September 30, 2021

—

$
30,644,000

$
30,644,000
Change in fair value of warrant liabilities

—

2,282,000

2,282,000
Fair value as of December 31, 2021

$
—

$
32,926,000

$
32,926,000
Change in fair value of warrant liabilities

—

(13,366,000)

(13,366,000)
Fair value as of March 31, 2022

$
—

$
19,560,000

$
19,560,000

~~There were 0 transfers~~Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or ~~out~~methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 ~~from other levels in the~~measurement to a Level 1 fair value ~~hierarchy.~~measurement at the time of transfer during the year ended December 31, 2021 was $38,364,000.

NOTE ~~11.~~10. SUBSEQUENT EVENTS
The ~~Company~~Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

1918

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Churchill Capital Corp VII. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Churchill Sponsor VII LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~Prospectus dated February 16, 2021~~Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, ~~2021~~2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target for our Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2022, we had net income of $24,080,323, which consists of a change in fair value of warrant liabilities of $24,406,000, interest earned on marketable securities held in the Trust Account of $348,592 and an unrealized gain on marketable securities held in our Trust Account of $40,235, offset by operating costs of $714,504.

Table of Contents

For the three months ended March 31, 2021, we had a net loss of $7,650,619, which consists of ~~operating costs~~a change in fair value of ~~$208,027, loss on~~ warrant liabilities of $6,070,000, ~~transaction costs related to the Warrants of $1,396,743, interest income~~an unrealized loss on marketable securities held in the Trust Account of ~~$51,619~~$27,468, transaction costs related to Private Placement and ~~an unrealized loss~~Public Warrants of $1,396,743 and operating costs of $208,027, offset by interest earned on marketable securities held in ~~our~~the Trust Account of ~~$27,468.~~$51,619.

~~Table of Contents~~

Liquidity and Capital Resources

On February 17, 2021, we consummated the Initial Public Offering of ~~1,380,000,000~~138,000,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $1,380,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 32,600,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $32,600,000.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $1,380,000,000 was placed in the Trust Account. We incurred $73,525,233 in transaction costs, including $24,500,000 of underwriting fees, net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting fees and $725,223 of other costs.

As of March 31, ~~2021,~~2022, we had cash and marketable securities held in the Trust Account of ~~$1,380,024,151~~$1,380,734,719 (including ~~$24,151~~$388,827 of interest income ~~net of~~and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes.

For the three months ended March 31, 2022, cash used in operating activities was $289,523. Net income of $24,080,323 was affected by a change in fair value of warrant liabilities of $24,406,000, interest earned on marketable securities held in the Trust Account of $348,592, and unrealized gain on marketable securities held in the Trust Account of $40,235. Changes in operating assets and liabilities provided $424,981 of cash for operating activities.

For the three months ended March 31, 2021, cash used in operating activities was $2,016,867. Net loss of $7,650,619 was affected by ~~the net~~a change in fair value of ~~the~~warrant liabilities of $6,070,000, interest earned on marketable securities held in the Trust Account of ~~$24,151, the~~$51,619, unrealized loss on ~~warrant liabilities~~marketable securities held in the Trust Account of ~~$6,070,000~~$27,468 and the ~~portion of the offering cost allocable~~transaction costs related to ~~the warrant liabilities~~Private Placement and Public Warrants of $1,396,743. Changes in operating assets and liabilities ~~provided~~used $1,808,840 of cash for operating activities.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, ~~2021,~~2022, we had cash of ~~$5,387,910.~~$3,865,639. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Table of Contents

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account upon expiration of the completion window. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We ~~did not~~ have ~~any~~no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, ~~2021.~~

~~Table~~2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of ~~Contents~~facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

The Company agreed, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

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Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of our condensed balance sheets.

Warrant ~~Liability~~Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our ~~statement~~statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified ~~Black Scholes~~Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Net ~~Loss~~Income (Loss) Per Common Share

~~We apply the two-class method in calculating earnings per share.~~The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net ~~loss~~income (loss) per common share ~~basic and diluted for Class A redeemable common stock~~ is ~~calculated~~computed by dividing ~~the interest~~net income ~~earned on the Trust Account, net of applicable taxes,~~(loss) by the weighted average number of common shares outstanding during the period. Accretion associated with the redeemable shares of Class A ~~redeemable~~ common stock ~~outstanding for the period. Net loss~~is excluded from net income (loss) per common share ~~basic and diluted for non-redeemable common stock is calculated by dividing net loss less income attributable to Class A redeemable common stock, by~~as the ~~weighted average number of shares of non-redeemable common stock outstanding for the period presented.~~redemption value approximates fair value.

~~Table of Contents~~

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.

~~Management~~Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
~~Not required for smaller reporting companies.~~Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2021.~~2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that ~~during the period covered by this report,~~ our disclosure controls and procedures were effective.

~~Changes~~22

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Remediation of a Material Weakness in Internal Control ~~over~~Over Financial Reporting

~~There was no change in~~We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness related to the Company’s financial reporting of complex financial instruments and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents. Additionally, the Company engaged third-party professionals to provide additional review and oversight of financial reporting ~~that occurred during~~relating to complex financial instruments. The third-party professionals provide review of current accounting guidance and advise the ~~fiscal quarter~~Company on any changes and the potential impacts to the Company’s accounting and financial reporting of complex financial instruments. The third-party reviews are formally done at the end of each reporting period, however, communication with the Company’s management is available as required. The foregoing actions were completed as of December 31, 2021, ~~covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our~~and we believe we have remediated the material weakness in internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

The Company has made changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the financial reporting of complex financial instruments that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding financial reporting of complex financial instruments. The Company can offer no assurance that these changes will ultimately have the intended effects.

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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None

~~Table of Contents~~

Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s ~~Prospectus~~Annual Report on Form 10-K filed on ~~February 16, 2021~~March 31, 2022 with the ~~SEC (the “IPO Prospectus”).~~SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, except as disclosed below, there have been no material changes to the risk factors disclosed in the ~~IPO Prospectus.~~Annual Report on Form 10-K.
~~Our Warrants~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are ~~accounted for as liabilities~~subject to laws and ~~the~~regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes ~~in value of our warrants~~ could have a material adverse effect on our ~~financial results.~~business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination, and results of operations.
On ~~April 12, 2021,~~March 30, 2022, the SEC ~~Warrant Accounting Statement discussing~~issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the ~~accounting implications~~financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain ~~terms that are common~~participants in ~~warrants issued~~proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by ~~special purpose acquisition companies was released. In light of~~ the SEC Warrant Accounting Statement and guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, Our management evaluated the terms of the warrant agreement entered into in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature of our investments, restrictions on the issuance of securities, and restrictions on the enforceability of agreements entered into by us, each of which may make it difficult for us to complete our Business Combination. In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, our capital structure); adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

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The 2022 Proposed Rule under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, there is uncertainty in the SEC’s view of the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule or otherwise falls outside of the other provisions of the safe harbor.

We do not believe that our principal activities currently subject us to the Investment Company Act. To this end, the proceeds held in the trust account have been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long-term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we do not believe we are an “investment company” within the meaning of the Investment Company Act. The Initial Public Offering was not intended for persons seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and ~~concluded~~restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; and (iii) absent a business combination, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. Because we have invested only in permitted instruments, we believe we are not an investment company. Nevertheless, we do not currently have an agreement in place with a target for a Business Combination and may not be able to enter into such an agreement and complete a Business Combination within the safe harbor period of the 2022 Proposed Rules. In that case, we would not be able to rely on the safe harbor (should it be adopted) and instead would need to rely on the factors described above, and the SEC could deem us to be subject to regulation as an investment company for purposes of the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination. If we are unable to complete our initial business combination within the completion window, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants ~~include provisions that, based~~will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the ~~SEC Warrant Accounting Statement, preclude our warrants from being classified as components~~redemption of ~~equity. As a result, we have classified our warrants as liabilities. Under this accounting treatment,~~their shares if we are ~~required~~unable to ~~measure~~complete our initial business combination within the fair value of our warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of our warrants and that such gains or losses could be material.completion window.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 17, 2021, we consummated the Initial Public Offering of 138,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of ~~$1,138,000,000.~~$1,380,000,000. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-252006). The Securities and Exchange Commission declared the registration statement effective on February 11, 2021.
Simultaneous with the consummation of the Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor IIVII LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $32,600,000. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

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Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, an aggregate of $1,380,000,000 was placed in the Trust Account.

We incurred $73,525,223 of transaction costs, consisting of $24,500,000 of underwriting fees, which is net of $3,100,000 reimbursed fees from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs. In addition, $5,758,933 of cash was held outside of the Trust Account for working capital purposes.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities
None

Item 4. Mine Safety Disclosures
None

Item 5. Other Information
None

2426

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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.

Description of Exhibit
~~1.1~~

Underwriting Agreement, dated February 11, 2021, among the Company and Citigroup Global Markets Inc., as representative of the underwriters (incorporated by reference herein to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~3.1~~

~~Amended and Restated Certificate of Incorporation (incorporated by reference herein to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).~~
~~4.4~~

~~Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~
~~10.1~~

Form of Letter Agreements, dated February 11, 2021, among the Company and each of its officers and directors and the Sponsor (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.2~~

Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference herein to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.3~~

Registration Rights Agreement, dated February 11, 2021, among the Company and certain other security holders named therein (incorporated by reference herein to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.4.~~

Private Placement Warrant Purchase Agreement, dated February 11, 2021, between the Company and the Sponsor (incorporated by reference herein to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.5~~

Indemnity Agreement, dated February 11, 2021, between the Company and Michael Klein (incorporated by reference herein to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.6~~

Indemnity Agreement, dated February 11, 2021, between the Company and Jay Taragin(incorporated by reference herein to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.7~~

Indemnity Agreement, dated February 11, 2021, between the Company and Glenn R. August (incorporated by reference herein to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.8~~

Indemnity Agreement, dated February 11, 2021, between the Company and Bonnie Jonas (incorporated by reference herein to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.9~~

Indemnity Agreement, dated February 11, 2021, between the Company and Malcolm S. McDermid (incorporated by reference herein to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.10~~

Indemnity Agreement, dated February 11, 2021, between the Company and Mark Klein (incorporated by reference herein to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.11~~

Indemnity Agreement, dated February 11, 2021, between the Company and Karen G. Mills (incorporated by reference herein to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.12~~

Administrative Services Agreement, dated February 11, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference herein to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
31.1*

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*

XBRL Taxonomy Extension Schema Document
101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*

XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document
104*

Cover Page Interactive Data File (formatted as Inline XBRL ~~and~~as contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.

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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHURCHILL CAPITAL CORP VII

Date:
May ~~24, 2021~~16, 2022
By:
/s/ Michael Klein

Name:
Michael Klein

Title:
~~Chairman of the Board of Directors~~Chief Executive Officer and President

(Principal Executive Officer)
Date:
May ~~24, 2021~~16, 2022

By:
/s/ Jay Taragin

Name:
Jay Taragin

Title:
Chief Financial Officer

(Principal ~~Executive Officer, Principal~~ Accounting ~~Officer~~ and Financial Officer)

2628


Operating and formation costs	$	(208,027)
Loss from operations		(208,027)

Other (expense) income:
Loss on Warrant Liability		(6,070,000)
Transaction costs related to Private Placement and Public Warrants		(1,396,743)
Interest earned on marketable securities held in Trust Account		51,619
Unrealized loss on marketable securities held in Trust Account		(27,468)
Other expense, net		(7,442,592)

Loss before income taxes		(7,650,619)
Benefit from income taxes		—
Net loss	$	(7,650,619)

Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption		127,445,077

Basic and diluted net income per share, Class A common stock subject to redemption	$	0.00

Basic and diluted weighted average shares outstanding, Non-redeemable common stock		36,948,426

Basic and diluted net loss per share, Non-redeemable common stock	$	(0.06)


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	34,500,000	$	3,450	$	—	$	(103,484,058)	$	(103,480,608)

Net income	—		—	—		—		—		24,080,323		24,080,323

Balance — March 31, 2022	—	$	—	34,500,000	$	3,450	$	—	$	(79,403,735)	$	(79,400,285)


	As Previously
Balance Sheet as of February 17, 2021 (audited)	Reported		Adjustment		Revised

Warrant liability		—		59,648,000		59,648,000
Class A common stock subject to possible redemption		1,334,098,770		(59,648,000)		1,274,450,770
Additional paid-in capital		4,997,098		1,396,743		6,393,841
Accumulated deficit		(1,000)		(1,396,743)		(1,397,743)


Gross proceeds	$	1,380,000,000
Less:
Proceeds allocated to Public Warrants	$	(27,048,000)
Class A common stock issuance costs	$	(72,128,480)
Plus:
Accretion of carrying value to redemption value	$	99,176,480
Class A common stock subject to possible redemption	$	1,380,000,000


	Three Months
	Ended
	March 31,
	2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$	47,438
Unrealized loss on investments held in Trust Account		(25,243)
Less: Company’s portion available to be withdrawn to pay taxes		(22,195)
Less: Company’s portion available to be withdrawn for working capital purposes		—
Net income allocable to Class A common stock subject to possible redemption	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		127,445,077
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings
Net loss	$	(7,650,619)
Less: Income allocable to Class A common stock subject to possible redemption		—
Non-Redeemable Net loss	$	(7,650,619)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		36,948,426
Basic and diluted net loss per share, Non-redeemable Common stock	$	(0.06)


							As of			As of
	March 31, 2021			At Issuance			March 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Stock price	$	9.76		$	9.81		$	9.85		$	9.83
Volatility		20	%		19.25	%		8.0	%		14.9	%
Probability of completing a Business Combination		80	%		80	%		—	%		—	%
Term		5.25			5.25			5.29			5.29
Risk-free rate		1.2	%		0.69	%		2.40	%		1.35	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%


	Public		Private Placement		Warrant Liabilities		Public Warrants		Private Placement Warrants		Warrant Liabilities
Warrant liabilities at February 17, 2021 (IPO)	$	0	$	0	$	0
Warrant liabilities at February 17, 2021(IPO)							$	0	$	0	$	0
Issuance of Public and Private Warrants		27,048,000		32,600,000		59,648,000		27,048,000		32,600,000		59,648,000
Change in fair value of warrant liabilities		2,484,000		3,586,000		6,070,000		2,484,000		3,586,000		6,070,000
Fair value as of March 31, 2021		29,532,000		36,186,000		65,718,000		29,532,000		36,186,000		65,718,000
Change in fair value of warrant liabilities								8,832,000		11,410,000		20,242,000
Transfer to Level 1								(38,364,000)		—		(38,364,000)
Fair value as of June 30, 2021								—	$	47,596,000	$	47,596,000
Change in fair value of warrant liabilities								—		(16,952,000)		(16,952,000)
Fair value as of September 30, 2021								—	$	30,644,000	$	30,644,000
Change in fair value of warrant liabilities								—		2,282,000		2,282,000
Fair value as of December 31, 2021							$	—	$	32,926,000	$	32,926,000
Change in fair value of warrant liabilities								—		(13,366,000)		(13,366,000)
Fair value as of March 31, 2022							$	—	$	19,560,000	$	19,560,000


No.		Description of Exhibit
~~1.1~~		Underwriting Agreement, dated February 11, 2021, among the Company and Citigroup Global Markets Inc., as representative of the underwriters (incorporated by reference herein to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~3.1~~		~~Amended and Restated Certificate of Incorporation (incorporated by reference herein to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).~~
~~4.4~~		~~Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~
~~10.1~~		Form of Letter Agreements, dated February 11, 2021, among the Company and each of its officers and directors and the Sponsor (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.2~~		Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference herein to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.3~~		Registration Rights Agreement, dated February 11, 2021, among the Company and certain other security holders named therein (incorporated by reference herein to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.4.~~		Private Placement Warrant Purchase Agreement, dated February 11, 2021, between the Company and the Sponsor (incorporated by reference herein to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.5~~		Indemnity Agreement, dated February 11, 2021, between the Company and Michael Klein (incorporated by reference herein to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.6~~		Indemnity Agreement, dated February 11, 2021, between the Company and Jay Taragin(incorporated by reference herein to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.7~~		Indemnity Agreement, dated February 11, 2021, between the Company and Glenn R. August (incorporated by reference herein to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.8~~		Indemnity Agreement, dated February 11, 2021, between the Company and Bonnie Jonas (incorporated by reference herein to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.9~~		Indemnity Agreement, dated February 11, 2021, between the Company and Malcolm S. McDermid (incorporated by reference herein to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.10~~		Indemnity Agreement, dated February 11, 2021, between the Company and Mark Klein (incorporated by reference herein to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.11~~		Indemnity Agreement, dated February 11, 2021, between the Company and Karen G. Mills (incorporated by reference herein to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
~~10.12~~		Administrative Services Agreement, dated February 11, 2021, between the Company and an affiliate of the Sponsor (incorporated by reference herein to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL ~~and~~as contained in Exhibit 101)


	CHURCHILL CAPITAL CORP VII

Date:	May ~~24, 2021~~16, 2022	By:	/s/ Michael Klein
	Name:	Michael Klein
	Title:	~~Chairman of the Board of Directors~~Chief Executive Officer and President
		(Principal Executive Officer)
Date:	May ~~24, 2021~~16, 2022
	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal ~~Executive Officer, Principal~~ Accounting ~~Officer~~ and Financial Officer)