Item 8.01 Other Events.
Churchill Capital Corp VII, a blank check company (the "Company"), has entered
into a non-binding letter of intent that sets forth the preliminary terms and
conditions of a potential business combination (a "Business Combination") with a
private company that meets the Company's investment criteria and principles and
with which the Company has had discussions over an extended period of time. As a
result, the Company now has until May 17, 2023 to complete a Business
Combination. If the Company is unable to complete a Business Combination by such
date (or such later date as may be approved by the Company's stockholders at a
meeting called for such purpose at which the Company's stockholders will be
given the opportunity to have their public shares redeemed for a pro rata
portion of the funds in the Company's trust account), the Company will then
liquidate. No assurances can be made that the Company will successfully
negotiate and enter into a definitive agreement for a Business Combination.
To mitigate the risk of the Company being deemed to have been operating as an
unregistered investment company (including under the subjective test of Section
3(a)(1)(A) of the Investment Company Act of 1940, as amended) under the proposed
U.S. Securities and Exchange Commission rules regarding special purpose
acquisition companies, the Company has instructed the trustee with respect to
the Company's trust account (the "Trust Account") to liquidate the U.S.
government securities or money market funds held in the Trust Account and
thereafter to hold all funds in the Trust Account in cash (which may include
demand deposit accounts) until the earlier of consummation of a business
combination or liquidation. As a result, following such liquidation, the Company
may not receive further interest on the funds held in the Trust Account, which
would reduce the dollar amount the Company's public stockholders would receive
upon any redemption or liquidation of the Company.
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