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 September 30, 2021

☐ 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, 12th Floor

New York, NY 10019

(Address of principal executive offices)

(212) 380-7500

(Issuer’s telephone number)

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

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

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

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

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


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

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

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

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

Table of Contents

CHURCHILL CAPITAL CORP VII

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2021 (Unaudited)	3
Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	25
Item 4. Controls and Procedures	25
Part II. Other Information	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
Part III. Signatures	30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CHURCHILL CAPITAL CORP VII

CONDENSED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021

(Unaudited)


	September 30,		December 31,
	2021		2020
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	4,601,407	$	25,000
Prepaid expenses		1,366,500		—
Total current assets		5,967,907		25,000
Deferred offering costs		—		11,000
Marketable securities held in Trust Account		1,380,089,526		—
TOTAL ASSETS	$	1,386,057,433	$	36,000

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	171,961	$	1,000
Accrued offering costs		—		11,000
Total current liabilities		171,961		12,000

Warrant liability		56,036,000		—
Deferred underwriting fee payable		48,300,000		—
Total liabilities		104,507,961		12,000

Commitments and contingencies

Class A common stock subject to possible redemption,138,000,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively		1,380,000,000		—

Stockholders’ (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized		—		—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 34,500,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (1)		3,450		3,450
Additional paid-in capital		—		21,550
Accumulated deficit		(98,453,978)		(1,000)
Total stockholders’ (deficit) equity		(98,450,528)		24,000
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	1,386,057,433	$	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 that was fully exercised at the IPO (see Note 6).

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

Table of Contents

CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2021		2021
Operating costs	$	497,700	$	1,602,831
Loss from operations		(497,700)		(1,602,831)

Other income (expense):
Change in fair value of Warrant Liabilities		29,924,000		3,612,000
Transaction costs related to Private Placement and Public Warrants		—		(1,396,743)
Interest earned on marketable securities held in Trust Account		68,391		116,513
Unrealized gain (loss) on marketable securities held in Trust Account		36,974		(26,987)
Other income (expense), net		30,029,365		2,304,783

Net income	$	29,531,665	$	701,952

Basic and diluted weighted average shares outstanding, Class A common stock		138,000,000		113,736,264

Basic and diluted net income per share, Class A common stock	$	0.17	$	0.00

Basic and diluted weighted average shares outstanding, Class B common stock		34,500,000		33,708,791

Basic and diluted net income per share, Class B common stock	$	0.17	$	0.00

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

Table of Contents

CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)


											Total
	Class A			Class B			Additional				Stockholders’
	Common Stock			Common Stock			Paid in		Accumulated		Equity
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance — January 1, 2021	—	$	—	34,500,000	$	3,450	$	21,550	$	(1,000)	$	24,000

Accretion for Class A common stock to redemption amount, as restated	—		—	—		—		(21,550)		(99,154,930)		(99,176,480)

Net loss	—		—	—		—		—		(7,650,619)		(7,650,619)

Balance — March 31, 2021, as restated	—		—	34,500,000		3,450		—		(106,806,549)		(106,803,099)

Accretion for Class A common stock to redemption amount	—		—	—		—		—		15,839		15,839

Net loss	—		—	—		—		—		(21,179,094)		(21,179,094)

Balance – June 30, 2021, as restated	—		—	34,500,000		3,450		—		(127,969,804)		(127,966,354)

Accretion for Class A common stock to redemption amount	—		—	—		—		—		(15,839)		(15,839)

Net income	—		—	—		—		—		29,531,665		29,531,665

SEC Form 10-Q filed by Churchill Capital Corp VII