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, 2023

☐ 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 9, 2023, there were 58,016,071 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, 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5
Notes to Condensed Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
Part II. Other Information	28
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
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


	September 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	2,051,985	$	4,235,388
Prepaid expenses		365,414		161,941
Total current assets		2,417,399		4,397,329

Cash and marketable securities held in Trust Account		605,878,613		1,398,987,478
TOTAL ASSETS	$	608,296,012	$	1,403,384,807

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	2,379,463	$	281,977
Income taxes payable		2,091,079		3,332,481
Excise tax liability		8,162,810		—
Extension Promissory Note - related party		5,000,000		—
Total current liabilities		17,633,352		3,614,458

Deferred tax liability		—		836,312
Deferred legal fee		27,119		54,026
Warrant liabilities		18,662,000		3,010,000
Deferred underwriting fee payable		48,300,000		48,300,000
TOTAL LIABILITIES		84,622,471		55,814,796

COMMITMENTS AND CONTINGENCIES

Class A common stock subject to possible redemption, 58,016,071 and 138,000,000 shares at redemption value of approximately $10.42 and $10.11 as of September 30, 2023 and December 31, 2022, respectively		604,395,658		1,394,751,969

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 September 30, 2023 and December 31, 2022		3,450		3,450
Additional paid-in capital		—		—
Accumulated deficit		(80,725,567)		(47,185,408)
TOTAL STOCKHOLDERS’ DEFICIT		(80,722,117)		(47,181,958)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	608,296,012	$	1,403,384,807

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

Table of Contents

CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Operating costs	$	3,404,783	$	510,963	$	5,875,016	$	1,781,168
Loss from operations		(3,404,783)		(510,963)		(5,875,016)		(1,781,168)

Other income (expense):
Change in fair value of Warrant Liabilities		(10,234,000)		12,642,000		(15,652,000)		52,098,000
Interest earned on marketable securities held in Trust Account		7,769,263		6,498,615		32,215,266		8,788,508
Unrealized gain (loss) on marketable securities held in Trust Account		—		156,620		—		(151,320)
Other income (expense), net		(2,464,737)		19,297,235		16,563,266		60,735,188

(Loss) income before provision for income taxes		(5,869,520)		18,786,272		10,688,250		58,954,020
Provision for income taxes		(4,129,929)		(1,493,896)		(10,140,865)		(1,786,068)
Net (loss) income	$	(9,999,449)	$	17,292,376	$	547,385	$	57,167,952

Basic and diluted weighted average shares outstanding, Class A common stock		58,016,071		138,000,000		98,008,036		138,000,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.11)	$	0.10	$	0.00	$	0.33

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

Basic and diluted net (loss) income per share, Class B common stock	$	(0.11)	$	0.10	$	0.00	$	0.33

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

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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

SEC Form 10-Q filed by Churchill Capital Corp VII