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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Churchill Capital Corp VII
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 13, 2024 |
SC 13G/A 1 cviia1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VII (Name of Issuer) Class A Common Stock (Title of Class of Securities) 17144M102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check t |
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| September 3, 2024 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp VII dated as of September 3, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provision |
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| September 3, 2024 |
CVII / Churchill Capital Corp VII / Magnetar Financial LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Churchill Capital Corp VII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17144M102 (CUSIP Number) August 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40051 Churchill Capital Corp VII (Exact name of registrant as specified |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2024 (August 19, 2024) Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incor |
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| August 19, 2024 |
Exhibit 99.1 Churchill Capital Corp VII and CorpAcq Mutually Agree to Terminate Business Combination Churchill Announces Redemption of Public Shares NEW YORK and ALTRINCHAM, England – August 18, 2024 – Churchill Capital Corp VII (“Churchill”) (Nasdaq: CVII), a publicly-traded special purpose acquisition company, and CorpAcq Holdings Limited (“CorpAcq”), a corporate compounder with a proven track r |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 (August 18, 2024) Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incor |
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| August 14, 2024 |
Table of Contents 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 June 30, 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 CHUR |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 (August 12, 2024) CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incor |
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| August 5, 2024 |
DEFA14A 1 tm2420839d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| August 5, 2024 |
$500 Million Redemption Scenario(2) Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| August 5, 2024 |
Exhibit 99.1 Definitions “2024 Facilities” means the Facilities Agreement, dated January 19, 2024 with CorpAcq Limited as Borrower and the other parties thereto. “Additional Shares” means 10% of the sum of (A) the Post-Combination Company Ordinary A1 Shares in issue immediately after Closing, (B) the Post-Combination Company Ordinary A1 Shares comprising the Incremental Share Consideration, if any |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commissi |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 2, 2024 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| July 29, 2024 |
DEFA14A 1 tm2420364d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| July 29, 2024 |
DEFA14A 1 tm2420415d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| July 29, 2024 |
Filed by CorpAcq Group Plc pursuant to Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| July 29, 2024 |
CorpAcq Schedules Business Update Call Call scheduled for 11am ET on Monday, July 29, 2024 Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| July 29, 2024 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| July 25, 2024 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commissio |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 21, 2024 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| June 20, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| May 23, 2024 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 (May 13, 2024) Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporati |
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| May 3, 2024 |
Table of Contents 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, 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 CHU |
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| April 1, 2024 |
Executive Compensation Clawback Policy, effective December 1, 2023. Exhibit 97.1 Churchill Capital Corp VII Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of Churchill Capital Corp VII (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain current a |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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: 001-40 |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 22, 2024 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 (March 1, 2024) CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorpora |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 (March 1, 2024) CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorpora |
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| February 14, 2024 |
CVII / Churchill Capital Corp VII / Westchester Capital Management, LLC - SC 13G Passive Investment SC 13G 1 ef20021405sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VII (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 17144M102 (CUSIP Number |
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| February 14, 2024 |
CVII / Churchill Capital Corp VII / Meteora Capital, LLC Passive Investment SC 13G 1 meteoracvii123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VII (Name of Issuer) Shares of Class A common stock (Title of Class of Securities) 17144M102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 12, 2024 |
Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2024, is by and between Churchill Capital Corp VII, a Delaware corporation ( “Maker”), and Churchill Sponsor VII LLC, a Delaware limited liability company (“Payee”). RECITALS WHEREAS, Maker and Payee are parties to that certain Promissory Note, dated as of May 16, 2023 (the “Prom |
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| February 12, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP VII (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| February 12, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| February 12, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP VII (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| February 12, 2024 |
Press Release, dated February 12, 2024 Exhibit 99.1 Churchill Capital Corp VII Announces Stockholder Approval of Extension and Final Redemption Numbers In Excess of $605 Million Remains in Churchill VII’s Trust Account after Stockholder Redemptions relating to the Extension NEW YORK, February 12, 2024 – Churchill Capital Corp VII ("Churchill VII") (NASDAQ: CVII) announced today that in a special meeting of its stockholders (“Special Me |
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| February 12, 2024 |
Exhibit 99.1 Churchill Capital Corp VII Announces Stockholder Approval of Extension and Final Redemption Numbers In Excess of $605 Million Remains in Churchill VII’s Trust Account after Stockholder Redemptions relating to the Extension NEW YORK, February 12, 2024 – Churchill Capital Corp VII ("Churchill VII") (NASDAQ: CVII) announced today that in a special meeting of its stockholders (“Special Me |
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| February 12, 2024 |
Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2024, is by and between Churchill Capital Corp VII, a Delaware corporation ( “Maker”), and Churchill Sponsor VII LLC, a Delaware limited liability company (“Payee”). RECITALS WHEREAS, Maker and Payee are parties to that certain Promissory Note, dated as of May 16, 2023 (the “Prom |
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| February 8, 2024 |
CorpAcq Publishes Analyst Day Replay on Investor Website Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 8, 2024 |
Filed by CorpAcq Group Plc pursuant to Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| February 5, 2024 |
SC 13G 1 cvii20524.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp VII (Name of Issuer) Common Stock (Title of Class of Securities) 17144M102 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 85-3420354 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 640 Fifth A |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40051 Churchill Capital Corp VII, New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 64 |
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| January 31, 2024 |
Exhibit 99.1 Churchill Capital Corp VII Announces Continuation of $1,000,000 Monthly Sponsor Contribution Special meeting of stockholders of Churchill VII scheduled for February 8, 2024 to extend date by which Churchill VII must consummate its business combination with CorpAcq Holdings Limited NEW YORK, January 30, 2024 – Churchill Capital Corp VII (“Churchill VII”) announced today actions being u |
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| January 31, 2024 |
Press Release, dated January 30, 2024. Exhibit 99.1 Churchill Capital Corp VII Announces Continuation of $1,000,000 Monthly Sponsor Contribution Special meeting of stockholders of Churchill VII scheduled for February 8, 2024 to extend date by which Churchill VII must consummate its business combination with CorpAcq Holdings Limited NEW YORK, January 30, 2024 – Churchill Capital Corp VII (“Churchill VII”) announced today actions being u |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| January 31, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| January 26, 2024 |
Filed by CorpAcq Group Plc pursuant to Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| January 24, 2024 |
Churchill Capital Corp VII Announces Intention to Transfer Listing to Nasdaq Exhibit 99.1 Privileged and Confidential Polaris Press Release Churchill Capital Corp VII Announces Intention to Transfer Listing to Nasdaq NEW YORK, January 23, 2024 - Churchill Capital Corp VII ("Churchill VII") (NYSE: CVII), a special purpose acquisition company, announced today that it plans to transfer the listing of its shares of Class A common stock, public warrants and public units from th |
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| January 24, 2024 |
Press Release, dated January 23, 2024 Exhibit 99.1 Privileged and Confidential Polaris Press Release Churchill Capital Corp VII Announces Intention to Transfer Listing to Nasdaq NEW YORK, January 23, 2024 - Churchill Capital Corp VII ("Churchill VII") (NYSE: CVII), a special purpose acquisition company, announced today that it plans to transfer the listing of its shares of Class A common stock, public warrants and public units from th |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2024 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commis |
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| January 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| January 22, 2024 |
CorpAcq Reaffirms 2023 Guidance and Provides Business and Refinancing Update Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| December 26, 2023 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| December 26, 2023 |
Exhibit 2.1 Annex A-2 Execution Version CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 26, 2023, by and among Churchill Capital Corp VII, a Delaware corporation (“CCVII”), CorpAcq Group Plc (f/k/a Polaris Pubco Plc), a public limited company incorporated under the laws of En |
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| December 26, 2023 |
Exhibit 2.1 Annex A-2 Execution Version CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 26, 2023, by and among Churchill Capital Corp VII, a Delaware corporation (“CCVII”), CorpAcq Group Plc (f/k/a Polaris Pubco Plc), a public limited company incorporated under the laws of En |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| December 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| November 17, 2023 |
Investor Presentation of CCVII and CorpAcq dated November 2023 Exhibit 99.2 November 2023 Investor Presentation 2 About This Presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination (together with the related transactions, the “proposed transaction”) between CorpAcq Holdings Limited (“ CorpAcq ”) and Churchill Cap |
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| November 17, 2023 |
Filed by CorpAcq Group Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| November 17, 2023 |
Exhibit 99.1 CorpAcq and Churchill Capital Corp VII Announce Filing of Registration Statement on Form F-4 in Connection with Proposed Business Combination and CorpAcq’s First Half 2023 Results ALTRINCHAM, England and NEW YORK, November 17, 2023 – CorpAcq Holdings Limited ("CorpAcq"), a corporate compounder with a proven track record of acquiring and supporting founder-led businesses, Churchill Cap |
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| November 17, 2023 |
November 2023 Investor Presentation Exhibit 99.2 November 2023 Investor Presentation 2 About This Presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination (together with the related transactions, the “proposed transaction”) between CorpAcq Holdings Limited (“ CorpAcq ”) and Churchill Cap |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| November 17, 2023 |
Exhibit 99.1 CorpAcq and Churchill Capital Corp VII Announce Filing of Registration Statement on Form F-4 in Connection with Proposed Business Combination and CorpAcq’s First Half 2023 Results ALTRINCHAM, England and NEW YORK, November 17, 2023 – CorpAcq Holdings Limited ("CorpAcq"), a corporate compounder with a proven track record of acquiring and supporting founder-led businesses, Churchill Cap |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| November 9, 2023 |
Table of Contents 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 |
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| August 9, 2023 |
Table of Contents 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 June 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 CHUR |
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| August 7, 2023 |
Exhibit 10.1 Execution Version August 1, 2023 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 CorpAcq Holdings Ltd 1 Goose Grn Altrincham WA14 1DW United Kingdom Re: Sponsor Agreement Ladies and Gentlemen: This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), |
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| August 7, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP VII, POLARIS PUBCO PLC, NORTHSKY MERGER SUB, INC., SELLERS (as listed in the signature pages hereto), and CORPACQ HOLDINGS LIMITED dated as of August 1, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 Section 1.01. Definitions 4 Section 1.02. Construction 24 Section 1.03. Knowledge 25 Section |
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| August 7, 2023 |
Exhibit 10.1 Execution Version August 1, 2023 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 CorpAcq Holdings Ltd 1 Goose Grn Altrincham WA14 1DW United Kingdom Re: Sponsor Agreement Ladies and Gentlemen: This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 (August 1, 2023) CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorpo |
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| August 7, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP VII, POLARIS PUBCO PLC, NORTHSKY MERGER SUB, INC., SELLERS (as listed in the signature pages hereto), and CORPACQ HOLDINGS LIMITED dated as of August 1, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 Section 1.01. Definitions 4 Section 1.02. Construction 24 Section 1.03. Knowledge 25 Section |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 (August 1, 2023) CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorpo |
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| August 2, 2023 |
Filed by Polaris Pubco Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 1, 2023 |
Filed by Polaris Pubco Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 1, 2023 |
Exhibit 99.1 CorpAcq to Go Public via Business Combination with Churchill Capital Corp VII CorpAcq is a corporate compounder and preferred acquirer of founder-led small and medium-sized enterprises in the UK anchored by a diversified portfolio of 41 stable and profitable businesses Transaction is expected to provide CorpAcq with capital to optimize its balance sheet and the opportunity to fund acc |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commissi |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commissi |
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| August 1, 2023 |
August 2023 Investor Presentation Exhibit 99.2 August 2023 Investor Presentation 2 About This Presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential transaction (the “proposed transaction”) between CorpAcq Holdings Limited (“CorpAcq”) and Churchill Capital Corp VII (“Churchill”) and related transactions |
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| August 1, 2023 |
Investor Presentation of CCVII, dated August 2023 Exhibit 99.2 August 2023 Investor Presentation 2 About This Presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential transaction (the “proposed transaction”) between CorpAcq Holdings Limited (“CorpAcq”) and Churchill Capital Corp VII (“Churchill”) and related transactions |
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| August 1, 2023 |
Filed by Polaris Pubco Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| August 1, 2023 |
Filed by Polaris Pubco Plc pursuant to Filed by Polaris Pubco Plc pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp VII Commission File No. |
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| August 1, 2023 |
Joint Press Release of Churchill Capital Corp VII and CorpAcq Holdings Limited, dated August 1, 2023 Exhibit 99.1 CorpAcq to Go Public via Business Combination with Churchill Capital Corp VII CorpAcq is a corporate compounder and preferred acquirer of founder-led small and medium-sized enterprises in the UK anchored by a diversified portfolio of 41 stable and profitable businesses Transaction is expected to provide CorpAcq with capital to optimize its balance sheet and the opportunity to fund acc |
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| June 12, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp VII dated as of June 12, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under |
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| June 12, 2023 |
CVII / Churchill Capital Corp VII - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Churchill Capital Corp VII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17144M102 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commission |
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| May 16, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 16, 2023 |
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHURCHILL CAPITAL CORP VII (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Corporati |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commission |
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| May 10, 2023 |
Table of Contents 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, 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 CHU |
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| May 4, 2023 |
Exhibit 99.1 Churchill Capital Corp VII Announces details about the Letter of Intent Counterparty and Monthly Contribution to Trust Account in Connection with Proposed Extension Churchill Capital VII LLC will make monthly deposits of $1,000,000 directly to the trust account Trust account funds transitioned from cash to an interest-bearing account Special meeting of stockholders of Churchill VII sc |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 4, 2023 |
Press Release, dated May 4, 2023. Exhibit 99.1 Churchill Capital Corp VII Announces details about the Letter of Intent Counterparty and Monthly Contribution to Trust Account in Connection with Proposed Extension Churchill Capital VII LLC will make monthly deposits of $1,000,000 directly to the trust account Trust account funds transitioned from cash to an interest-bearing account Special meeting of stockholders of Churchill VII sc |
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| May 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commission |
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| April 17, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| March 30, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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: 001-40 |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2023 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| February 10, 2023 |
CVII / Churchill Capital Corp VII / Blackstone Holdings I L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 6, 2023 |
CVII / Churchill Capital Corp VII / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment SC 13G/A 1 cviia120123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VII (Name of Issuer) Class A Common Stock (Title of Class of Securities) 17144M102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 2, 2023 |
CVII / Churchill Capital Corp VII / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Churchill Capital Corp VII (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 17144M102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 2, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| February 2, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Churchill Capital Corp VII dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) un |
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| November 14, 2022 |
Table of Contents 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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40051 |
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| August 15, 2022 |
Table of Contents 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 June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40051 CHUR |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Indemnity Agreement, dated May 11, 2021, between the Registrant and Stephen Murphy. Exhibit 10.14 ? INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Stephen Murphy (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate it |
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| March 31, 2022 |
EXHIBIT 4.5 DESCRIPTION OF SECURITIES ? Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material ter |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Indemnity Agreement, dated January 5, 2022, between the Registrant and Alan M. Schrager. Exhibit 10.15 ? INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 5, 2022, by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Alan Schrager (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| March 31, 2022 |
Indemnity Agreement, dated May 11, 2021, between the Registrant and Andrew Frankle. ? Exhibit 10.13 ? INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Andrew Frankle (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| February 15, 2022 |
CVII / Churchill Capital Corp VII / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Churchill Capital Corp VII (Name of Issuer) Class A Common Stock (Title of Class of Securities) 17144M102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 14, 2022 |
CVII / Churchill Capital Corp VII / Churchill Sponsor VII LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Churchill Capital Corp VII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 17144M102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2022 |
Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. |
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| February 11, 2022 |
CVII / Churchill Capital Corp VII / Blackstone Holdings I L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 19, 2022 |
CVII / Churchill Capital Corp VII / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CHURCHILL CAPITAL CORP VII (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17144M102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to de |
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| January 14, 2022 |
CVII / Churchill Capital Corp VII / Magnetar Financial LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VII (Name of Issuer) Common Stock ? Class A (Title of Class of Securities) 17144M102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2021 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| November 17, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40051 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ?Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form |
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| August 16, 2021 |
Indemnity Agreement, dated May 11, 2021, between the Company and Andrew Frankle ? Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Andrew Frankle (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate its |
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| August 16, 2021 |
Indemnity Agreement, dated May 11, 2021, between the Company and Stephen Murphy Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of May 11, 2021, by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Stephen Murphy (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itsel |
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| August 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2021 |
OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response????????????????2. |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 CHURCHILL CAPITAL CORP VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commission |
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| April 5, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2021 (April 2, 2021) Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorpora |
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| April 5, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Churchill Capital Corp VII Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 5, 2021 NEW YORK, NY, APRIL 2, 2021 - Churchill Capital Corp VII (the ?Company? or ?Churchill?) announced that commencing April 5, 2021, holders of the units sold in the Company?s initial public offering of 138,000,000 units may elect to separately |
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| March 5, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Capital Corp VII (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 17144M201** (CUSIP Number) February 23, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| March 1, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 1, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV, Blackstone Alternative Solutions L.L.C., Blackstone Holdings I L.P., Blackstone Hol |
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| February 23, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm216773d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2021 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other juris |
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| February 23, 2021 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Churchill Capital Corp. VII: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Churchill Capital Corp VII Opinion on the Financial |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHURCHILL CAPITAL CORP VII (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 17144M201** (CUSIP Number) FEBRUARY 12, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| February 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware 001-40051 85-3420354 (State or other jurisdiction of incorporation) (Commi |
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| February 17, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S- |
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| February 17, 2021 |
Exhibit 10.12 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 February 11, 2021 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and M. Klein Associates, Inc., a New York corporation |
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| February 17, 2021 |
Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Bonnie Jonas (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate its |
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| February 17, 2021 |
Exhibit 4.4 CHURCHILL CAPITAL CORP VII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 11, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 11, 2021 is by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent |
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| February 17, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Jay Taragin (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itse |
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| February 17, 2021 |
Exhibit 1.1 Churchill Capital Corp VII 120,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February 11, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Churchill Capital Corp VII, a Delaware corporation (the ?Company?), proposes to issue and |
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| February 17, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII February 12, 2021 Churchill Capital Corp VII, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Churchill Capital Corp VII?. The original certificate of incorporation of the Corporation was filed under the name of |
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| February 17, 2021 |
Exhibit 10.1 February 11, 2021 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Churchill Capital Corp VII, a Delaware corporation (the |
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| February 17, 2021 |
Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Karen G. Mills (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| February 17, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (this ?Agreement?), is entered into by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Churchill Sponsor VII LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial |
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| February 17, 2021 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Michael Klein (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate it |
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| February 17, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 11, 2021, is made and entered into by and among Churchill Capital Corp VII, a Delaware corporation (the ?Company?), Churchill Sponsor VII LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page hereto (each s |
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| February 17, 2021 |
Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Malcolm S. McDermid (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to oblig |
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| February 17, 2021 |
Indemnity Agreement, dated February 11, 2021, between the Company and Glenn R. August. Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Glenn R. August (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| February 17, 2021 |
Exhibit 10.10 INDEMNITY AGREEMENT ?????THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the ?Company?), and Mark Klein (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| February 16, 2021 |
$1,200,000,000 Churchill Capital Corp VII 120,000,000 Units TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration Nos. 333-252006 and 333-253025? P?R?O?S?P?E?C?T?U?S $1,200,000,000 Churchill Capital Corp VII 120,000,000 Units Churchill Capital Corp VII is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination |
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| February 11, 2021 |
As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. |
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| February 10, 2021 |
Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 February 10, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| February 10, 2021 |
8-A12B 1 tm211963-98a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHURCHILL CAPITAL CORP VII (Exact Name of Registrant as specified in its charter) Delaware 85-3420354 (State or other Jurisdiction of Incorporation) (I.R. |
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| February 10, 2021 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 February 10, 2021 VIA EDGAR Todd Schiffman and Pam Long United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Churchill Capital Corp VII Registration Statement on Form S-1 Filed January 11, 2020, as amended File No. 333-252006 Dear Ladies and Gentleme |
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| February 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 9, 2021. Registration No. 333-252006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| February 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 CHURCHILL CAPITAL CORP VII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021 is by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Ag |
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| February 8, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill C |
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| February 8, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill C |
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| February 8, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333-252006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction |
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| February 8, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill C |
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| February 8, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII [●], 2021 Churchill Capital Corp VII, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Churchill Capital Corp VII”. The original certificate of incorporation of the Corporation was filed under the name of Churchi |
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| February 8, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill C |
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| February 8, 2021 |
Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] CHURCHILL CAPITAL CORP VII UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par |
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| February 8, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Churchill Sponsor VII LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public |
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| February 8, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to |
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| February 8, 2021 |
Form of Specimen Warrant Certificate (included in Exhibit 4.4) Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Churchill Capital Corp VII Incorporated Under the Laws of the State of Delaware CUSIP [•] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the r |
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| February 8, 2021 |
Exhibit 10.2 [●], 2021 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp VII, a Delaware corporation (the “Company |
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| February 8, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Churchill Capital Corp VII, a Delaware corporation (the “Company”), Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such part |
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| February 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 CHURCHILL CAPITAL CORP VII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021 is by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Ag |
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| February 8, 2021 |
767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax February 8, 2021 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| February 8, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| February 8, 2021 |
Exhibit 10.8 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 [●], 2021 M. Klein Associates, Inc. 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and M. Klein Associates, Inc., a New York corporation (the “Ser |
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| February 8, 2021 |
Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP CHURCHILL CAPITAL CORP VII INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CHURCHILL CAPITAL CORP VII (THE “CORPORATION”) transferable on the books of the Corporation |
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| February 8, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Churchill Capital Corp VII of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Churchill C |
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| February 8, 2021 |
Exhibit 3.3 BY LAWS OF CHURCHILL CAPITAL CORP VII (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaw |
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| February 8, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Churchill Capital Corp VII 100,000,000 Units1 UNDERWRITING AGREEMENT New York, New York February [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Churchill Capital Corp VII, a Delaware corporation (the “Company”), proposes to issue an |
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| January 11, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| January 11, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CHURCHILL CAPITAL CORP VII October 9, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Churchill Capital Corp VII (the “Corporation”). |
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| January 11, 2021 |
Securities Subscription Agreement, dated December 30, 2020, between the Registrant and the Sponsor Exhibit 10.5 Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 December 30, 2020 Churchill Sponsor VII LLC 640 Fifth Avenue, 12th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Churchill Sponsor VII LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Sha |
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| January 11, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Churchill Capital Corp VII (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
