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~~2024

☐ 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~~Nasdaq Stock ~~Exchange~~Market LLC
Shares of Class A common stock	CVII	The ~~New York~~Nasdaq Stock ~~Exchange~~Market LLC
Warrants included as part of the units	~~CVII WS~~CVIIW	The ~~New York~~Nasdaq Stock ~~Exchange~~Market LLC

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,~~3, 2024, there were ~~138,000,000~~57,064,261 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~~2024

TABLE OF CONTENTS


	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
Condensed ~~Statement~~Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	2
Condensed ~~Statement~~Statements of Changes in Stockholders’ ~~Equity~~Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3
Condensed ~~Statement~~Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3. Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk	2328
Item 4. Controls and Procedures	2328
Part II. Other Information	2329
Item 1. Legal Proceedings	2329
Item 1A. Risk Factors	2429
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2429
Item 3. Defaults Upon Senior Securities	2429
Item 4. Mine Safety Disclosures	2429
Item 5. Other Information	2429
Item 6. Exhibits	2530
Part III. Signatures	2631

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,
	2024		2023
	(unaudited)
ASSETS
Current assets
Cash	$	719,715	$	4,869,699
Prepaid expenses		170,746		141,166
Total current assets		890,461		5,010,865

Cash and marketable securities held in Trust Account		611,787,389		611,993,102
TOTAL ASSETS	$	612,677,850	$	617,003,967

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	2,182,304	$	1,895,840
Income taxes payable		2,933,636		3,876,190
Excise tax liability		8,263,754		8,162,810
Extension promissory note - related party		11,000,000		8,000,000
Total current liabilities		24,379,694		21,934,840

Deferred legal fee		27,119		27,119
Warrant liabilities		19,264,000		7,826,000
Deferred underwriting fee payable		17,931,375		17,931,375
TOTAL LIABILITIES		61,602,188		47,719,334

COMMITMENTS AND CONTINGENCIES

Class A common stock subject to possible redemption, 57,064,261 and 58,016,071 shares at redemption value of approximately $10.67 and $10.55 as of March 31, 2024 and December 31, 2023, respectively		609,057,895		612,152,607

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none 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, 2024 and December 31, 2023		3,450		3,450
Additional paid-in capital		14,915,789		22,016,451
Accumulated deficit		(72,901,472)		(64,887,875)
TOTAL STOCKHOLDERS’ DEFICIT		(57,982,233)		(42,867,974)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	612,677,850	$	617,003,967

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)


	For the Three Months Ended
	March 31,
	2024		2023
Operating costs	$	1,626,015	$	1,117,063
Loss from operations		(1,626,015)		(1,117,063)

Other (expenses) income:
Change in fair value of warrant liabilities		(11,438,000)		(4,214,000)
Interest earned on marketable securities held in Trust Account		7,910,692		12,590,026
Other (expenses) income		(3,527,308)		8,376,026

(Loss) income before provision for income taxes		(5,153,323)		7,258,963
Provision for income taxes		(2,860,274)		(2,923,470)
Net (loss) income	$	(8,013,597)	$	4,335,493

Basic and diluted weighted average shares outstanding, Class A common stock		57,508,439		138,000,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.09)	$	0.03

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

Basic and diluted net (loss) income per share, Class B common stock	$	(0.09)	$	0.03

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)

FOR THE THREE ~~MONTH~~SMONTHS ENDED ~~March~~MARCH 31, ~~2021~~2024

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

Class A

Class B

Additional

Total

Common Stock

Common Stock

Paid-in

Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit

Deficit
Balance — January 1, 2024

—

$
—

34,500,000

$
3,450

$
22,016,451

$
(64,887,875)

$
(42,867,974)

Remeasurement adjustment on redeemable common stock

—

—

—

—

(6,999,718)

—

(6,999,718)

Excise tax imposed on common stock redemptions

—

—

—

—

(100,944)

—

(100,944)

Net loss

—

—

—

—

—

(8,013,597)

(8,013,597)

Balance – March 31, 2024

—

$
—

34,500,000

$
3,450

$
14,915,789

$
(72,901,472)

$
(57,982,233)

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Class A

Class B

Additional

Total

Common Stock

Common Stock

Paid-in

Accumulated

Stockholders’


Shares

Amount

Shares

Amount

Capital

Deficit

Deficit
Balance — January 1, 2023

—

$
—

34,500,000

$
3,450

$
—

$
(47,185,408)

$
(47,181,958)

Remeasurement adjustment on redeemable common stock

—

—

—

—

—

(8,615,803)

(8,615,803)

Net income

—

—

—

—

—

4,335,493

4,335,493

Balance – March 31, 2023

—

$
—

34,500,000

$
3,450

$
—

$
(51,465,718)

$
(51,462,268)

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

Table of Contents

CHURCHILL CAPITAL CORP VII
CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS
~~THREE MONTHS ENDED~~ ~~March 31, 2021~~
(UNAUDITED)

Cash Flows from Operating Activities:

Net loss

$
(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)
Unrealized loss on marketable securities held in Trust Account

27,468
Change in fair value of Warrant Liabilities

6,070,000
Offering cost allocable to Warrant Liabilities

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


Prepaid expenses

(1,862,223)
Accrued expenses

53,383
Net cash used in operating activities

(2,016,867)

Cash Flows from Investing Activities:

Investment of cash into Trust Account

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

(1,380,000,000)


Cash Flows from Financing Activities:


Proceeds from sale of Units, net of underwriting discounts paid

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

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

375,000
Repayment of promissory note - related party

(375,000)
Payment of offering costs

(720,223)
Net cash provided by financing activities

1,387,379,777


Net Change in Cash

5,362,910
Cash — Beginning of period

25,000
Cash — End of period

$
5,387,910

Non-Cash investing and financing activities:

Offering costs included in accrued offering costs

$
6,000
Initial classification of Class A common stock subject to possible redemption

$
1,274,450,770
Change in value of Class A common stock subject to possible redemption

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

$
48,300,000


For the Three Months Ended


March 31,


2024

2023
Cash Flows from Operating Activities:

Net (loss) income

$
(8,013,597)

$
4,335,493
Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest earned on funds held in Trust Account

(7,910,692)

(12,590,026)
Change in fair value of warrant liabilities

11,438,000

4,214,000
Deferred tax provision

—

(836,312)
Changes in operating assets and liabilities:



Prepaid expenses

(29,580)

(79,629)
Accrued expenses

286,464

310,048
Income taxes payable

(942,554)

3,759,782
Net cash used in operating activities

(5,171,959)

(886,644)

Cash Flows from Investing Activities:

Investment of cash into Trust Account

(3,000,000)

—
Cash withdrawn from Trust Account to pay franchise and income taxes and for working capital purposes

1,021,975

—
Cash withdrawn from Trust Account in connection with redemption

10,094,430

—
Net cash provided by investing activities

8,116,405

—

Cash Flows from Financing Activities:

Proceeds from extension promissory note - related party

3,000,000

—
Redemptions of common stock

(10,094,430)

—
Net cash used in financing activities

(7,094,430)

—

Net Change in Cash

(4,149,984)

(886,644)
Cash — Beginning of period

4,869,699

4,235,388
Cash — End of period

$
719,715

$
3,348,744

Supplemental cash flow information:

Cash paid for income taxes

$
3,802,828

$
—

Non-cash investing and financing activities:

Remeasurement adjustment on redeemable common stock

$
6,999,718

$
8,615,803
Excise tax liability accrued for common stock redemptions

$
100,944

$
—

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~~2024

~~(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 1one 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,~~2024, the Company had not commenced any operations. All activity through March 31, ~~2021~~2024 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.~~Combination and completing its initial business combination with CorpAcq Group Plc. 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.
To mitigate the risk of the Company being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), all funds in the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation. Furthermore, such cash (which may include demand deposit accounts) is held in bank accounts, which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”). While we have only placed our Trust Account deposits with JPMorgan Chase Bank N.A., only a small portion of the funds in our Trust Account will be guaranteed by the FDIC.
On May 11, 2023, the stockholders of the Company approved a proposal to adopt an amendment, which is described in more detail in the definitive proxy statement of the Company filed with the SEC on May 16, 2023, to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from May 17, 2023 to February 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2023 Charter Amendment”). The 2023 Charter Amendment was filed with the Secretary of State of the State of Delaware on May 16, 2023 and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from the Trust Account.

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

On February 8, 2024, the stockholders of the Company approved a proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2024 Charter Amendment”). The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of approximately $10 million from the Trust Account.

On March 1, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing (“Hearing Request”) before the Nasdaq Hearings Panel (the “Panel”) by March 8, 2024, trading of the Company’s securities on the Nasdaq Global Market would be suspended at the opening of business on March 12, 2024, due to the Company’s non-compliance with Nasdaq Listing Rule IM-5101-2.

On March 8, 2024, the Company submitted a Hearing Request with the Panel in accordance with the Notice and pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Hearing Request will stay the suspension and delisting of Churchill’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

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.

~~Table of Contents~~

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(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~~were 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 and Restated Certificate of 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

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

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.

~~Table~~On August 1, 2023, the Company entered into an Agreement and Plan of ~~Contents~~Merger (the “Merger Agreement”) by and among the Company, Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“Pubco”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq”) and certain shareholders of CorpAcq (see Note 6).

~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Following a stockholder vote on February 8, 2024, the Amended and Restated Certificate of Incorporation was amended to extend the window the Company had to complete a Business Combination from February 17, 2024 to August 17, 2024 or such earlier date as determined by the board of directors. If the Company is unable to complete a Business Combination by August 17, 2024 (or within ~~24 months from~~any extended date that may be approved pursuant to a stockholder vote to extend 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)date by which we must complete our initial business combination (an “extension vote”)) (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

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

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.

~~Risks~~Liquidity and ~~Uncertainties~~Going Concern

~~Management continues~~As of March 31, 2024, we had cash of $719,715 of which $454,142 is withdrawn from trust and to ~~evaluate~~be used for tax obligations. In April 2024, the ~~impact~~Company withdrew $1,650,181 from the Trust Account for income tax, franchise tax expenses and working capital and paid $3,036,682 in income tax and franchise tax. On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000, of which $1,000,000 was borrowed as of this filing. We intend to use the remaining funds held outside the Trust Account primarily to structure, negotiate and complete the Business Combination with CorpAcq. During the three months ended March 31, 2024, the Company withdrew $11,116,405 from the Trust Account to pay tax obligations, working capital purposes and redemptions.

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 ~~COVID-19 pandemic~~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.

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $1,000,000 following the approval and ~~has concluded that while it~~implementation of the initial extension proposal. Such contributions are made pursuant to a non-interest bearing, unsecured promissory note (the “Extension Promissory Note”) issued by the Company to the Sponsor. The Extension Promissory Note provides up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) August 15, 2024 and (iii) if a Business Combination is ~~reasonably possible~~not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the ~~virus could have~~winding up of the Company is effective. On February 8, 2024, the stockholders of the Company approved the 2024 Charter Amendment. On February 9, 2024, the Sponsor amended the extension promissory note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay monthly extension payment in accordance with the extension. All other terms remain the same. As of March 31, 2024, the Extension Promissory Note had a ~~negative effect on~~balance of $11,000,000 with $4,000,000 available for withdrawal.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s ~~financial position, results~~working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of ~~its operations and/or search for~~ a ~~target company,~~potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the ~~specific impact is not readily determinable~~Company’s ability to continue as ofa going concern through one year from the date of these unaudited condensed financial ~~statements. The~~statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might ~~result from~~be necessary should 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 changesbe unable 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 classifiedcontinue 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)

going concern.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2024

~~(Unaudited)~~(UNAUDITED)

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern, the Company has until August 17, 2024 or such earlier date as determined by the board of directors to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2024 or such earlier date as determined by the board of directors. The Company intends to complete a Business Combination by August 17, 2024.

Risks and Uncertainties

We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas. We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. However, to mitigate this uncertainty, funds held in the trust account will not be used to pay for excise tax liabilities with respect to redemptions of the Class A common stock in connection with an extension of the completion window, a business combination or our liquidation.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(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, 2023 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.~~1, 2024. The interim results for the three months ended March 31, ~~2021~~2024 are not necessarily indicative of the results to be expected for the year ended December 31, ~~2021~~2024 or for any future periods.
~~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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding 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 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 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~~unaudited 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 at the date of the unaudited condensed 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 accompanying unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 0tnot have any cash equivalents as of March 31, ~~2021~~2024 and December 31, ~~2020.~~2023.
Cash and Marketable Securities Held in the Trust Account
AtAs of March 31, ~~2021,~~2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in ~~U.S. Treasury Bills. NaN amounts were withdrawn during~~cash. During the three months ended March 31, ~~2021.~~2024, the Company withdrew from the Trust Account $1,021,975 to pay franchise, income taxes and working capital purposes and $10,094,430 to pay redeeming stockholders in connection with the 2024 Charter Amendment described in Note 1. During the year ended December 31, 2023, the Company withdrew from the Trust Account $18,919,977 to pay franchise and income taxes and working capital purposes and $816,281,045 to pay redeeming stockholders. As of March 31, 2024 and December 31, 2023, all Trust Account funds were held as cash in a demand deposit account that accrues interest monthly. 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 shown in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
On May 11, 2023, the stockholders of the Company approved the 2023 Charter Amendment. The 2023 Charter Amendment was filed with the Secretary of State of the State of Delaware and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from the Trust Account.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

On February 8, 2024, the stockholders of the Company approved the 2024 Charter Amendment. The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of $10,094,430 from the Trust Account.
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 remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
As of March 31, 2024 and December 31, 2023, the Class A common stock reflected in the 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:

Remeasurement of carrying value to redemption value

99,176,480
Class A common stock subject to possible redemption as of December 31, 2021

1,380,000,000
Plus:

Remeasurement of carrying value to redemption value

14,751,969
Class A common stock subject to possible redemption as of December 31, 2022

1,394,751,969
Less:

Redemptions

(816,281,045)
Plus:

Remeasurement of carrying value to redemption value

33,681,683
Class A common stock subject to possible redemption as of December 31, 2023

612,152,607
Less:

Redemptions

(10,094,430)
Plus:

Remeasurement of carrying value to redemption value

6,999,718
Class A common stock subject to possible redemption as of March 31, 2024

$
609,057,895

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

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.

Income Taxes

The Company ~~follows the asset and liability method of accounting~~accounts for income taxes under ASC 740, ~~"Income~~“Income Taxes.~~" Deferred tax assets and liabilities are recognized for~~” ASC 740, Income Taxes, requires the ~~estimated future tax consequences attributable to differences between the financial statements carrying amounts~~recognition 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 for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a ~~change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are~~valuation allowance to be established when ~~necessary, to reduce~~it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (55.50)% and 40.27% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, due to changes in fair value of warrant liability and the ~~amount~~valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial statement recognition and measurement of a tax position taken or expected to be ~~realized.~~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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. 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 has identified the United States, New York City and New York State as its only “major” tax jurisdictions. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the statements of operations.

Net (Loss) Income per Share of Common Stock

Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net (loss) income per share of common stock as the redemption value approximates fair value.

1012

Table of Contents

CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2024

~~(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 and December 31, 2020. 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 that are directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $1,396,743 were expensed to the condensed statement of operations.
~~Net loss per Common Share~~
Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion 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 in a manner similar to the two-class method of income (loss) per common share. Net loss per common share, basic and diluted, for Class A 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 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.
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.

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~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~(UNAUDITED)

The calculation of diluted net (loss) income per share of common stock does not consider the effect of the warrants 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 net (loss) income per share of common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the periods presented.
The following table reflects the calculation of basic and diluted net ~~loss~~(loss) income per share of common ~~share~~stock (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)

For the Three Months Ended March 31,


2024

2023



Class A

Class B

Class A

Class B

Basic and diluted net (loss) income per share of common stock









Numerator:









Allocation of net (loss) income

$
(5,008,774)

$
(3,004,823)

$
3,468,394

$
867,099

Denominator:









Basic and diluted weighted average shares outstanding

57,508,439

34,500,000

138,000,000

34,500,000

Basic and diluted net (loss) income per share of common stock

$
(0.09)

$
(0.09)

$
0.03

$
0.03

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~~exceeds 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 unaudited condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note ~~10)~~9).

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~~CHURCHILL CAPITAL CORP VII~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2021~~

~~(Unaudited)~~

Recent Accounting Standards
In ~~August 2020,~~December 2023, the ~~Financial Accounting Standards Board (“FASB”)~~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 No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU ~~2020-06”~~2023-09”), which will require the Company to ~~simplify accounting~~disclose specified additional information in its income tax rate reconciliation and provide additional information for ~~certain financial instruments.~~reconciling items that meet a quantitative threshold. ASU ~~2020-06 eliminates~~2023-09 will also require the ~~current models that require separation of beneficial conversion~~Company to disaggregate its income taxes paid disclosure by federal, state 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 disclosuresforeign taxes, with further disaggregation required for ~~convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.~~significant individual jurisdictions. ASU ~~2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method~~2023-09 will become effective 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~~annual periods beginning ~~on January 1, 2021.~~after December 15, 2024. The Company ~~adopted ASU 2020-06 on January 1, 2021. The adoption~~is still reviewing the impact of ASU ~~2020-06 did not have an impact on the Company’s financial statements.~~2023-09.
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 unaudited 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~~underwriters of ~~its~~their option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of 1one 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 1one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 5.4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement 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 1one 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).

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~~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 ~~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, 0no Founder Shares are currently subject to forfeiture.

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~~pays an affiliate of the Sponsor a total of $50,000 per month for office space and administrative and support services. For three months ended March 31, 2024, the Company incurred and paid $150,000 of such fees. For the three months ended March 31, ~~2021,~~2023, the Company incurred and paid ~~$69,643~~$150,000 of such fees.

~~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~~2024 and December 31, ~~2020,~~2023, there ~~was 0~~is no 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.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2024

~~(Unaudited)~~(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~~will be repaid upon consummation of a Business Combination, without ~~interest, or, at the lender’s discretion, up to $1,500,000 of such~~interest. No Working Capital Loans ~~may be convertible into warrants at a price~~were outstanding as of ~~$1.00 per warrant. These warrants would be identical~~March 31, 2024 and December 31, 2023 (see Note 10).

Extension Promissory Note—Related Party

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the ~~Private Placement Warrants.~~Trust Account of the Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal pursuant to the 2023 Charter Amendment. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the Sponsor. The Extension Promissory Note provided up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) August 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. On February 9, 2024, the sponsor amended the Extension Promissory Note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay the monthly extension payment in accordance with the extension and extend the maturity date to August 15, 2024. All other terms remain the same. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal prior to the amendment of the Extension Promissory Note.

NOTE 7.6. COMMITMENTS AND CONTINGENCIES

Merger Agreement

On August 1, 2023, the Company entered into the Merger Agreement by and among the Company, Pubco, Merger Sub, CorpAcq and certain shareholders of CorpAcq. Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction pursuant to which certain shareholders of CorpAcq will contribute their interests in CorpAcq to Pubco and Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger.

The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below.

The total consideration to be paid to the shareholders of CorpAcq will be equal to the sum of:

●

an amount in U.S. Dollars (the “Closing Seller Cash Consideration”) equal to the sum of (a) all available cash and cash equivalents of the Company and its subsidiaries, including all amounts in the Trust Account of the Company (after reduction for the aggregate amount of payments required to be made in connection with the CCVII Stockholder Redemption (defined in the Merger Agreement)), plus the CCVII Facilitated Financing Amount (as defined in the Merger Agreement), if any, in each case calculated as of immediately prior to closing and without giving effect to the Delayed Financing Amount (as defined in the Merger Agreement) minus (b) the aggregate amount of the CorpAcq Transaction Expenses and CCVII Transaction Expenses (each, as defined in the Merger Agreement), minus (c) an amount in cash equal to the amount required to fully redeem all of the preferred shares of CorpAcq outstanding immediately prior to closing, minus (d) an amount equal to $128,600,000 minus the CorpAcq Holder Facilitated Financing Amount (defined in the Merger Agreement), if any (clauses (a) - (d), collectively, the “Closing Seller Preliminary Cash Consideration”), minus (e) 99.99% of the amount by which the Closing Seller Preliminary Cash Consideration exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq); plus

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

●

a number of ordinary shares of Pubco (“Pubco Ordinary Shares”) equal to (a) a number of shares (rounded down to the nearest whole share) equal to (i) $803,822,000, minus the Closing Seller Cash Consideration, divided by (ii) $10.00, and (b) if the “Delivered Capital Adjustment Amount” (defined in the Sponsor Agreement to be an amount equal to (x) 12.5% multiplied by (y) (1) the Delivered Capital Amount (as defined in the Merger Agreement), minus (2) $592,000,000), is a negative number, plus a number of Pubco Ordinary Shares (rounded down to the nearest whole share) (the “Incremental Share Consideration”) equal to (i) the absolute value of the Delivered Capital Adjustment Amount (as defined in the Merger Agreement), divided by (ii) $10.00, multiplied by (iii) 50%; plus

●

15,000,000 class C-2 ordinary shares in Pubco, which shall have terms substantially equivalent to those set forth on Exhibit A of the Merger Agreement; plus

●

the Pubco Ordinary Shares which constitute: (a) a number of Pubco Ordinary Shares equal to the Incremental Share Consideration (the “Incremental Earnout Shares”) and (b) an aggregate amount of Pubco Ordinary Shares equal to (i) 15,000,000 minus (ii) the Specified Sponsor Retained Share Amount (as defined in the Sponsor Agreement) and as may be adjusted pursuant the Sponsor Agreement (the “Base Earnout Shares”); provided that no Incremental Earnout Shares shall be issued at Closing and only 11,000,000 Base Earnout Shares shall be issued at Closing and, instead of a right to any additional Incremental Earnout Shares or Base Earnout Shares at Closing, the shareholders of CorpAcq party to the Merger Agreement shall have the contingent right to receive any remaining Incremental Earnout Shares or Base Earnout Shares, as applicable, from the Pubco within five (5) days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Agreement. The Incremental Earnout Shares and the Base Earnout Shares will be unvested upon issuance and will be subject to the same vesting and forfeiture provisions and voting and dividend rights as are described below in respect of the Sponsor’s Base Vesting Shares and Earn-Out Vesting Shares, respectively. Upon vesting and prior to redemption in exchange for Post-Combination Company Ordinary A1 Shares, the Incremental Earn Out Shares shall be entitled to receive an additional catchup payment such that each holder receives an amount that would have been paid out on those shares since issue as if they had the same economic rights as the Post-Combination Company Ordinary A1 Shares during that period.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Company amended and restated in its entirety that certain letter, dated February 11, 2021, from the Sponsor and each of the individuals party thereto, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to the Company (the “Support Agreement”), pursuant to which among other things, each of the Sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of common stock (1) in favor of the approval and adoption of the Merger Agreement and approval of the related transactions and all other CCVII Stockholder Matters (as defined in the Sponsor Agreement) and (2) against certain other matters, (ii) not to redeem any of such Insider’s shares of common stock in connection with the CCVII Stockholder Redemption, (iii) to take all actions to consummate the Merger, the other Transactions and the matters contemplated by the Merger Agreement and the Sponsor Agreement and be bound by and comply with Sections 9.04 (Exclusivity) and 9.06 (Confidentiality; Publicity) of the Merger Agreement, (iv) not to enter into, modify or amend any contract between or among the Sponsor, any Insider, anyone related by blood, marriage or adoption to any Insider or any affiliate of any such person (other than the Company or any of its subsidiaries), on the one hand, and the Company or any of its subsidiaries, on the other hand, that would contradict, limit, restrict or impair (1) any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or (2) Pubco’s, Bermuda Co’s, the Company’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement, and (v) to be bound to certain other obligations as described therein.

Capital Markets Advisory Agreement

On July 12, 2023, the Company entered into an agreement with a Capital Markets Advisor to provide advisory and investment banking services in connection with the proposed Business Combination. The fee for these services will be mutually agreed upon prior to the closing of the proposed Business Combination. The mutually agreed upon fee will be payable at the closing of the proposed Business Combination. In addition to the mutually agreed upon fee, the Company will reimburse the Capital Markets Advisor up to $500,000 for

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

reasonable documented out of pocket expenses. These reimbursable expenses are payable regardless of the outcome of the proposed Business Combination.

Registration Rights

~~The~~Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares and 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 3three 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~~the Company’s 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 underwriters’ 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~~were to 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.

In November 2023, the Company received letters from BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, waiving their rights to their portion of the deferred underwriting fee. In aggregate, the underwriting fees waived total approximately $30.4 million.

Excise Tax

In connection with the vote to approve the Charter Amendment, holders of 79,983,929 shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of $816,281,045. In connection with the vote to approve the proposal to adopt the 2024 Charter Amendment at the Special Meeting held on February 8, 2024, holders of 951,810 shares of Class A common atock exercised their right to redeem their shares for cash at a redemption price of approximately $10.61 per share, for a total aggregate redemption amount of approximately $10 million. Upon payment of the redemption, approximately $605 million will remain in the Trust Account prior to any additional Contributions made by the Sponsor pursuant to the Promissory Note following the effectiveness of the 2024 Charter Amendment. As such, the Company has recorded a 1% excise tax liability in the amount of $8,263,754 in connection with both redemptions on the balance sheets as of March 31, 2024. The liability does not impact the statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Due Diligence and Legal Fees

As of March 31, ~~2021,~~2024, the Company, ~~incurred legal fees of $34,012. These fees will only become due and payable~~contingent upon the consummation of an initial Business ~~Combination.~~

Combination, will be required to pay due diligence and legal fees in the amount of $14,426,496. These contingent fees are not reflected in the Company’s unaudited condensed financial statements.

1517

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2024

~~(Unaudited)~~(UNAUDITED)

Legal Fees

As of March 31, 2024, the Company, upon the consummation of an initial Business Combination will be required to pay due diligence and legal fees in the amount of $27,119.

Fairness Opinion

On July 22, 2023, the Company entered into an agreement with an advisor to provide a fairness opinion on the perspective Business Combination as described above. Fees for the engagement will be $850,000, with a non-refundable retainer of $50,000 payable upon execution of this Agreement, $250,000 payable upon the advisor informing the Company that it is prepared to deliver the Opinion, and $550,000 payable upon closing of the Initial Business Combination. As of March 31, 2024, the Company has paid the $50,000 retainer, received the report, and paid the $250,000 which is included in operating costs on the Company’s statement of operations for the year ended December 31, 2023. As of March 31, 2024, $550,000 is due upon the completion of a Business Combination and is included within the $14,426,496 of contingent fees and not reflected in the Company’s unaudited condensed financial statements.

Legal Demand Letter

On November 20, 2023, the Company received a demand letter from a putative stockholder alleging that the registration statement filed by CorpAcq Group Plc on Form F-4 with the SEC on November 17, 2023 contains misleading statements and/or omissions in violation of the federal securities laws and/or state fiduciary duty law. The stockholder demands that the Company and CorpAcq disclose additional information and purports to reserve the right to file a complaint. The amount of loss exposure, if any, cannot be reasonably estimated at this time.

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. AtAs of March 31, ~~2021~~2024 and December 31, ~~2020,~~2023, there were 0no 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 1one vote for each share. AtAs of March 31, ~~2021,~~2024 and December 31, 2023, there were ~~11,180,310~~57,064,261 and 58,016,071 shares of Class A common stock issued and outstanding, ~~excluding 126,819,690 shares of~~respectively, 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 1one vote for each share. AtAs of March 31, ~~2021,~~2024 and December 31, 2023, there were 34,500,000 shares of Class B common stock issued and ~~outstanding~~.outstanding.
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.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

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, 2024 and December 31, 2023, 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.

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~~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;

●

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

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

●

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, 2024 and December 31, 2023, 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.

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~~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.
Level 3:
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis atas of March 31, ~~2021~~2024 and ~~at Issuance (upon consummation of the IPO)~~December 31, 2023 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

2024

Level

2023
Assets:










Marketable securities held in Trust Account

1

$
1,380,024,151

$
1,380,000,000

1

$
—

1

$
—

Liabilities:









Warrant liability- Public Warrants

3

29,532,400

27,048,000

1

8,832,000

1

3,588,000
Warrant liability- Private Placement Warrants

3

36,186,000

32,600,000

2

10,432,000

2

4,238,000

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 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.~~

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~~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 Placement 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.~~CVIIW. For subsequent measurements of the Private Placement 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.
~~As of~~At issuance, ~~and March 31, 2021,~~ the estimated fair value of ~~Warrant Liability –~~the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of September 30, 2022, the Private Placement Warrants were ~~determined using~~transferred to a ~~Black-Scholes valuation and based on the following significant inputs:~~


March 31, 2021

At Issuance

Exercise price

$
11.50

$
11.50

Stock price

$
9.76

$
9.81

Volatility

20
%

19.25
%
Probability of completing a Business Combination

80
%

80
%
Term

5.25

5.25

Risk-free rate

1.2
%

0.69
%
Dividend yield

0.0
%

0.0
%

~~The following table presents the changes in the~~Level 2 fair value measurement, as the Private Placement Warrants are being valued using the associated observable market of ~~warrant liabilities:~~


Public

Private Placement

Warrant Liabilities
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
Change in fair value of warrant liabilities

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

~~There were 0 transfers in or out of Level 3 from other levels in~~ the ~~fair value hierarchy.~~Public Warrants.

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 methodology occurs. There were no transfers during the three months ended March 31, 2024.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE ~~11.~~10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000 (the “Working Capital Promissory Note”). The Working Capital Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Promissory Note; however, no proceeds from the Trust Account may be used for such repayment.

In April 2024, the Company withdrew $1,650,181 from the Trust Account for income taxes, franchise taxes and working capital and paid $3,036,682 in income taxes and franchise taxes.

On April 17, 2024, the Company borrowed $1,000,000 in connection with the Extension Promissory Note entered into on May 16, 2023, amended on February 9, 2024 and deposited $1,000,000 into the Trust Account. As of April 17, 2024, the Extension Promissory Note had a balance of $12,000,000 with $3,000,000 available for withdrawal.

1922

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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~~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~~business combination will be successful.
Recent Developments
Business Combination
On August 1, 2023, the Company entered into the Merger Agreement by and among the Company, Pubco, Merger Sub, CorpAcq and certain shareholders of CorpAcq. Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction pursuant to which certain shareholders of CorpAcq will contribute their interests in CorpAcq to Pubco and Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger.
The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below.
The total consideration to be paid to the shareholders of CorpAcq will be equal to the sum of:
● an amount in U.S. Dollars (the “Closing Seller Cash Consideration”) equal to the sum of (a) all available cash and cash equivalents of the Company and its subsidiaries, including all amounts in the Trust Account of the Company (after reduction for the aggregate amount of payments required to be made in connection with the CCVII Stockholder Redemption (defined in the Merger Agreement)), plus the CCVII Facilitated Financing Amount (as defined in the Merger Agreement), if any, in each

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case calculated as of immediately prior to closing and without giving effect to the Delayed Financing Amount (as defined in the Merger Agreement) minus (b) the aggregate amount of the CorpAcq Transaction Expenses and CCVII Transaction Expenses (each, as defined in the Merger Agreement), minus (c) an amount in cash equal to the amount required to fully redeem all of the preferred shares of CorpAcq outstanding immediately prior to closing, minus (d) an amount equal to $128,600,000 minus the CorpAcq Holder Facilitated Financing Amount (defined in the Merger Agreement), if any (clauses (a) - (d), collectively, the “Closing Seller Preliminary Cash Consideration”), minus (e) 99.99% of the amount by which the Closing Seller Preliminary Cash Consideration exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq); plus

●

15,000,000 class C-2 ordinary shares in Pubco, which shall have terms substantially equivalent to those set forth on Exhibit A of the Merger Agreement; plus

●

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Company amended and restated in its entirety that certain letter, dated February 11, 2021, from the sponsor and each of the individuals party thereto, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to the Company (the “Support Agreement”), pursuant to which among other things, each of the sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of common stock (1) in favor of the approval and adoption of the Merger Agreement and approval of the related transactions and all other CCVII Stockholder Matters (as defined in the Sponsor Agreement) and (2) against certain other matters, (ii) not to redeem any of such Insider’s shares of common stock in connection with the CCVII Stockholder Redemption, (iii) to take all actions to consummate the Merger, the other Transactions and the matters contemplated by the Merger Agreement and the Sponsor Agreement and be bound by and comply with Sections 9.04 (Exclusivity) and 9.06 (Confidentiality; Publicity) of the Merger Agreement, (iv) not to enter into, modify or amend any contract between or among the sponsor, any Insider, anyone related by blood, marriage or adoption to any Insider or any affiliate of any such person (other than the Company or any of its subsidiaries), on the one hand, and the Company or any of its subsidiaries, on the other hand, that would contradict, limit, restrict or impair (1) any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or (2) Pubco’s, Bermuda Co’s, the Company’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement, and (v) to be bound to certain other obligations as described therein.

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On February 8, 2024, the stockholders of the Company approved a proposal to adopt an amendment, which is described in more detail in the definitive proxy statement of the Company filed with the SEC on February 12, 2024, to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2024 Charter Amendment”). The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of approximately $10 million from the Trust Account.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, ~~2021~~2024 were organizational activities, those necessary to prepare for the ~~Initial Public Offering,~~IPO, described below, and identifying a target for our ~~Business Combination.~~business combination and completing an initial business combination. We do not expect to generate any operating revenues until after the completion of our ~~Business Combination.~~business combination. We generate non-operating income in the form of interest income on cash and 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, ~~2021,~~2024, we had a net loss of ~~$7,650,619,~~$8,013,597, which ~~consists~~consisted of change in fair value of warrant liabilities of $11,438,000, provision for income taxes of $2,860,274, and operating costs of ~~$208,027, loss on warrant liabilities of $6,070,000, transaction costs related to the Warrants of $1,396,743,~~$1,626,015, partially offset by interest ~~income~~earned on marketable securities held in the Trust Account of ~~$51,619 and an unrealized loss~~$7,910,692.

For the three months ended March 31, 2023, we had net income of $4,335,493, which consisted of interest earned on marketable securities held in ~~our~~the Trust Account of ~~$27,468.~~

~~Table~~$12,590,026, offset by provision for income taxes of ~~Contents~~$2,923,470, change in fair value of warrant liabilities of $4,214,000 and operating costs of $1,117,063.

Liquidity, ~~and~~ Capital Resources and Going Concern

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~~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,~~2024, we had cash ~~and marketable securities~~ held in the Trust Account of ~~$1,380,024,151 (including $24,151 of interest income net of unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less.~~$611,787,389. Interest income on the balance in the Trust Account may be used by us to pay ~~taxes.~~taxes and to pay working capital expenses subject to an annual limit of $1,000,000 (to the extent available). During the three months ended March 31, 2024, the Company withdrew from the Trust Account $1,021,975 to pay franchise, income taxes and working capital and $10,094,430 to pay redeeming stockholders.

For the three months ended March 31, ~~2021,~~2024, cash used in operating activities was ~~$2,016,867.~~$5,171,959. Net loss of ~~$7,650,619~~$8,013,597 was affected by the ~~net~~ change in the value of the warrant liabilities of $11,438,000 and interest earned on marketable securities held in Trust Account of $7,910,692. Changes in operating assets and liabilities used $685,670 of cash for operating activities.

For the three months ended March 31, 2023, cash used in operating activities was $886,644. Net income of $4,335,493 was affected by a change in fair value of warrant liabilities of $4,214,000, interest earned on marketable securities held in the Trust Account of $12,590,026, and deferred tax provision of $836,312. Changes in operating assets and liabilities provided $3,990,201 of cash for operating activities.

In February 2023, we instructed the trustee with respect to the Trust Account to redeem the marketable securities held in the Trust Account ~~of $24,151,~~and thereafter to hold all funds in the ~~loss~~Trust Account in cash. As a result, we will continue to receive interest on ~~warrant liabilities of $6,070,000 and~~ the ~~portion of~~funds held in the ~~offering cost allocable to the warrant liabilities of $1,396,743. Changes in operating assets and liabilities provided $1,808,840 of cash for operating activities.~~

Trust Account. 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.~~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,~~business

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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,~~2024, we had cash of ~~$5,387,910.~~$719,715 of which $454,142 is withdrawn from trust and to be used for tax obligations. In April 2024, the Company withdrew $1,650,181 from the Trust Account for income taxes, franchise taxes and working capital and paid $3,036,682 in income taxes and franchise taxes. On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000, of which $1,000,000 was borrowed as of this filing. We intend to use the remaining 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 the business combination with CorpAcq.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation. As a ~~Business Combination.~~result, we receive interest on the funds held in the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a ~~Business Combination,~~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,~~business combination, we would repay such loaned amounts. In the event that a ~~Business Combination~~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

On May 16, 2023, our sponsor agreed to ~~$1,500,000 of such loans may be convertible into warrants identical~~make monthly deposits directly to the ~~Private Placement Warrants, at a price of $1.00 per warrant at the option~~Trust Account of the ~~lender.~~Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the sponsor. On February 9, 2024, our sponsor amended the Extension Promissory Note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay monthly extension payment in accordance with the extension. All other terms remain the same. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the business combination, (ii) August 15, 2024 and (iii) if a business combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a business combination and (2) the date that the winding up of the Company is effective. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal prior to the amendment of the Extension Promissory Note.

~~We do not believe we will~~The Company may need to raise additional capital through loans or additional investments from its sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in ~~order~~whatever amount they deem reasonable in their sole discretion, to meet the ~~expenditures required for operating our business. However, if our estimate of~~Company’s working capital needs. Accordingly, 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~~Company may ~~have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need~~not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing ~~either~~will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a business combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements Going Concern, the Company has until August 17, 2024 or such earlier date as determined by the board of directors to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date and an extension not obtained by the sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2024 or such earlier date as determined by the board of directors. The Company intends 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.~~

~~Off-Balance Sheet Arrangements~~

~~We did not have any off-balance sheet arrangements as of March 31, 2021.~~business combination before the mandatory liquidation date.

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2024. 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 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~~business combination and its liquidation, to pay an affiliate of the ~~Sponsor~~sponsor a total of $50,000 per month for office space, administrative and support services.

~~The~~Following the IPO, the underwriters ~~are~~were entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. In November 2023, the Company received letters from BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC waiving their rights to their portion of the deferred underwriting fee. In aggregate, the underwriting fees waived total approximately $30.4 million. The remaining approximately $17.9 million deferred fee will be waived by the underwriters in the event that the Company does not complete a ~~Business Combination,~~business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of unaudited 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 unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. The following are the ~~following~~ critical accounting policies:

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 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~~(Loss) Income Per Share of Common ~~Share~~Stock

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

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Recent Accounting Standards

In ~~August 2020,~~December 2023, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”) 2020-06, Debt — Debt~~ASU No. 2023-09, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with ~~Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“~~further disaggregation required for significant individual jurisdictions. ASU ~~2020-06”) to simplify accounting~~2023-09 will become effective for ~~certain financial instruments. ASU 2020-06 eliminates~~annual periods beginning after December 15, 2024. The Company is still reviewing 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 adoptionimpact of ASU ~~2020-06 did not have an impact on our financial statements.~~2023-09.

~~Management~~The 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 unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.

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.~~2024. 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 in Internal Control ~~over~~Over Financial Reporting
There ~~was~~were no ~~change~~changes in our internal control over financial reporting ~~that occurred~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter ~~of 2021 covered by this Quarterly Report on Form 10-Q~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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 filed on February 16, 2021 with the SEC (the “IPO Prospectus”). 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 are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.~~
On April 12, 2021, the SEC Warrant Accounting Statement discussing the accounting implications of certain terms that are common in warrants issued 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 Initial Public Offering and concluded that our warrants include provisions that, based on the SEC Warrant Accounting Statement, preclude our warrants from being classified as components of equity. As a result, we have classified our warrants as liabilities. Under this accounting treatment, we are required to measure 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.

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. Citigroup Global Markets Inc. acted as joint bookrunner and representative of the underwriters and each of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint bookrunners of the offering. 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.
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. On May 11, 2023, the stockholders of the Company approved the Charter Amendment. The Charter Amendment was filed with the Secretary of State of the State of Delaware and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from 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~~In the first quarter of 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

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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.

2530

Table of Contents

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~~3, 2024
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~~3, 2024

By:
/s/ Jay Taragin

Name:
Jay Taragin

Title:
Chief Financial Officer

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

2631


	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


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		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


Cash Flows from Operating Activities:
Net loss	$	(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)
Unrealized loss on marketable securities held in Trust Account		27,468
Change in fair value of Warrant Liabilities		6,070,000
Offering cost allocable to Warrant Liabilities		1,396,743
Changes in operating assets and liabilities:
Prepaid expenses		(1,862,223)
Accrued expenses		53,383
Net cash used in operating activities		(2,016,867)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(1,380,000,000)
Net cash used in investing activities		(1,380,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		1,355,500,000
Proceeds from sale of Private Placements Warrants		32,600,000
Proceeds from promissory note - related party		375,000
Repayment of promissory note - related party		(375,000)
Payment of offering costs		(720,223)
Net cash provided by financing activities		1,387,379,777

Net Change in Cash		5,362,910
Cash — Beginning of period		25,000
Cash — End of period	$	5,387,910

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	6,000
Initial classification of Class A common stock subject to possible redemption	$	1,274,450,770
Change in value of Class A common stock subject to possible redemption	$	(6,253,870)
Deferred underwriting fee payable	$	48,300,000


	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:
Remeasurement of carrying value to redemption value		99,176,480
Class A common stock subject to possible redemption as of December 31, 2021		1,380,000,000
Plus:
Remeasurement of carrying value to redemption value		14,751,969
Class A common stock subject to possible redemption as of December 31, 2022		1,394,751,969
Less:
Redemptions		(816,281,045)
Plus:
Remeasurement of carrying value to redemption value		33,681,683
Class A common stock subject to possible redemption as of December 31, 2023		612,152,607
Less:
Redemptions		(10,094,430)
Plus:
Remeasurement of carrying value to redemption value		6,999,718
Class A common stock subject to possible redemption as of March 31, 2024	$	609,057,895


	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)


	For the Three Months Ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share of common stock
Numerator:
Allocation of net (loss) income	$	(5,008,774)	$	(3,004,823)	$	3,468,394	$	867,099
Denominator:
Basic and diluted weighted average shares outstanding		57,508,439		34,500,000		138,000,000		34,500,000
Basic and diluted net (loss) income per share of common stock	$	(0.09)	$	(0.09)	$	0.03	$	0.03


	March 31, 2021			At Issuance
Exercise price	$	11.50		$	11.50
Stock price	$	9.76		$	9.81
Volatility		20	%		19.25	%
Probability of completing a Business Combination		80	%		80	%
Term		5.25			5.25
Risk-free rate		1.2	%		0.69	%
Dividend yield		0.0	%		0.0	%


	Public		Private Placement		Warrant Liabilities
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
Change in fair value of warrant liabilities		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


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~~3, 2024	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~~3, 2024
	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal ~~Executive Officer, Principal~~ Accounting ~~Officer~~ and Financial Officer)