| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, at the special meeting
of Churchill Capital Corp VII (the “Churchill VII”) to be held at 11:00 a.m., Eastern Time, on May 11, 2023 (the “Special
Meeting”), Churchill VII’s stockholders will be asked to vote on the following proposals: (1) to amend Churchill VII’s
amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which
Churchill VII must consummate an initial business combination (the “Business Combination”) from May 17, 2023 to February
17, 2024 (the “Extension”, and such proposal, the “Extension Amendment Proposal”), and (2) to adjourn
the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the
Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if Churchill VII determines that additional
time is necessary to effectuate the Extension (the “Adjournment Proposal”).
On May 4, 2023, Churchill VII issued a press
release, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference, announcing that Churchill
Sponsor VII LLC (the “Sponsor”) will make monthly deposits directly to the trust account (the “Trust Account”)
of Churchill VII in the amount of $1 million per month (each deposit, a “Contribution”) following the approval and
implementation of the Extension Amendment Proposal on the terms described below. Such Contributions will be made pursuant to a non-interest
bearing, unsecured promissory note (the “Promissory Note”), which will be issued by Churchill VII to the Sponsor following
the Special Meeting if the Extension is implemented.
If the Extension Amendment Proposal is approved
and the Extension is implemented, under the proposed terms of the Promissory Note, such Contributions will be paid monthly beginning on
May 17, 2023 and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business day, on the business day
immediately preceding such seventeenth day) until the earliest to occur of (i) the consummation of the Business Combination, (ii) February
15, 2024 and (iii) if the Business Combination is not consummated, the date on which Churchill VII’s board of directors determines,
in its sole discretion, to liquidate the Trust Account. The Promissory Note will mature on the earlier of (1) the date Churchill VII consummates
the Business Combination and (2) the date that the winding up of Churchill VII is effective (such date, the “Maturity Date”).
The Promissory Note will not bear any interest, and will be repayable by Churchill VII to the Sponsor upon the Maturity Date. The Maturity
Date may be accelerated upon the occurrence of an “Event of Default” (as defined in the Promissory Note). Any outstanding
principal under the Promissory Note will be able to be prepaid at any time by Churchill VII, at its election and without penalty.
The funds in the Trust Account are currently
held in an interest bearing demand deposit account. The interest rate on such deposit account is currently approximately 4.70% per
annum, but such deposit account carries a variable rate, and Churchill VII cannot assure investors that such rate will not decrease
or increase significantly.
The press release also provided additional
information on the European based private company (the “Company”) with
which Churchill VII entered into a letter of intent, as previously announced on February 17, 2023. No assurances can be made that
Churchill VII will successfully negotiate and enter into a definitive agreement for a Business Combination, or that the proposed
transaction will be consummated on the terms currently contemplated, or at all.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the filings of Churchill VII under the Securities Act
of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in
such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
On April 17, 2023, Churchill VII filed a definitive
proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the Special Meeting which further describes the Extension Amendment Proposal.
Free copies of the Proxy Statement and other documents
filed at the SEC may be obtained at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital
Corp VII, 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This Current Report includes, and oral statements
made from time to time by representatives of Churchill VII may include forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Churchill VII has based these forward-looking statements on its current expectations
and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
about Churchill VII or the Company that may cause Churchill VII or the Company’s actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “will,”
“may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “continue,” “goal,” “target,” “outlook,”
“strive,” “intend” or the negative of such terms or other similar expressions. Such statements include, but are
not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than
statements of historical fact included in this Current Report. Factors that might cause or contribute to such a discrepancy include, but
are not limited to, those described in Churchill VII’s other SEC filings. Forward-looking statements in this Current Report may
include, for example, statements about Churchill VII’s ability to enter into a definitive agreement with the Company or complete
a Business Combination; the Special Meeting, the anticipated benefits of a Business Combination; the volatility of the market price and
liquidity of the Class A common stock and other securities of Churchill VII; the use of funds not held in the Trust Account or available
to Churchill VII from interest income on the Trust Account balance; the interest rate earned on the Trust Account funds held in the demand
deposit account and Contributions by the Sponsor; the ability of the Company to acquire additional businesses in its target industries
and sectors, the ability of the Company to diversify its portfolio; risks related to elevated commodities and interest rates; risks related
to the European economy; loss of key personnel at the Company’s portfolio companies; other risks related to the Company’s
business and the industries and sectors in which its portfolio companies operate and the competitive environment in which Churchill VII
will operate following a Business Combination.
The forward-looking statements contained in this Current Report are
based on Churchill VII’s current expectations and beliefs concerning future developments and their potential effects on Churchill
VII and the Company. There can be no assurance that future developments affecting Churchill VII or the Company will be those that Churchill
VII has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Churchill VII
or the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the section titled “Risk Factors” in the Proxy Statement and in Churchill VII’s most recent Annual Report
on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or
should any of Churchill VII’s assumptions prove incorrect, actual results may vary in material respects from those projected in
these forward-looking statements. Churchill VII undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation
of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act. If a definitive agreement regarding a Business Combination is entered into, Churchill
VII will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting
of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business
Combination at this time.
Participants in the Solicitation
Churchill VII and certain of its directors and
executive officers may be deemed to be participants in the solicitation of proxies from Churchill VII’s stockholders, in favor of
the approval of the Extension Amendment Proposal and the Adjournment Proposal set forth in the Proxy Statement. For information regarding
Churchill VII’s directors and executive officers, please see Churchill VII ’s Annual Report on Form 10-K, its subsequent Quarterly
Reports on Form 10-Q and the other documents filed (or to be filed) by Churchill VII from time to time with the SEC. Additional information
regarding the interests of those participants and other persons who may be deemed to be participants may be obtained by reading the Proxy
Statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as
described above. If a definitive agreement regarding a Business Combination is entered into, Churchill VII will provide a separate proxy
statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business
Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
