Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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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

CHURCHILL CAPITAL CORP VII

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3420354

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

640 Fifth Avenue, 12th Floor

New York, NY 10019

(Address of principal executive offices)

(212) 380-7500

(Issuer’s telephone number)

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



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

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

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

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


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

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

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

As of May 3, 2024, there were 57,064,261 shares of Class A common stock, $0.0001 par value, and 34,500,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

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CHURCHILL CAPITAL CORP VII

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS

	Page
Part I. Financial Information	1
Item 1. Financial Statements	1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
Part II. Other Information	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	30
Part III. Signatures	31

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CHURCHILL CAPITAL CORP VII

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2024		2023
	(unaudited)
ASSETS
Current assets
Cash	$	719,715	$	4,869,699
Prepaid expenses		170,746		141,166
Total current assets		890,461		5,010,865

Cash and marketable securities held in Trust Account		611,787,389		611,993,102
TOTAL ASSETS	$	612,677,850	$	617,003,967

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	2,182,304	$	1,895,840
Income taxes payable		2,933,636		3,876,190
Excise tax liability		8,263,754		8,162,810
Extension promissory note - related party		11,000,000		8,000,000
Total current liabilities		24,379,694		21,934,840

Deferred legal fee		27,119		27,119
Warrant liabilities		19,264,000		7,826,000
Deferred underwriting fee payable		17,931,375		17,931,375
TOTAL LIABILITIES		61,602,188		47,719,334

COMMITMENTS AND CONTINGENCIES

Class A common stock subject to possible redemption, 57,064,261 and 58,016,071 shares at redemption value of approximately $10.67 and $10.55 as of March 31, 2024 and December 31, 2023, respectively		609,057,895		612,152,607

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding		—		—
Class B common stock, $0.0001 par value; 100,000,000 shares authorized; 34,500,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023		3,450		3,450
Additional paid-in capital		14,915,789		22,016,451
Accumulated deficit		(72,901,472)		(64,887,875)
TOTAL STOCKHOLDERS’ DEFICIT		(57,982,233)		(42,867,974)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	612,677,850	$	617,003,967

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

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CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended
	March 31,
	2024		2023
Operating costs	$	1,626,015	$	1,117,063
Loss from operations		(1,626,015)		(1,117,063)

Other (expenses) income:
Change in fair value of warrant liabilities		(11,438,000)		(4,214,000)
Interest earned on marketable securities held in Trust Account		7,910,692		12,590,026
Other (expenses) income		(3,527,308)		8,376,026

(Loss) income before provision for income taxes		(5,153,323)		7,258,963
Provision for income taxes		(2,860,274)		(2,923,470)
Net (loss) income	$	(8,013,597)	$	4,335,493

Basic and diluted weighted average shares outstanding, Class A common stock		57,508,439		138,000,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.09)	$	0.03

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

Basic and diluted net (loss) income per share, Class B common stock	$	(0.09)	$	0.03

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

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CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2024	—	$	—	34,500,000	$	3,450	$	22,016,451	$	(64,887,875)	$	(42,867,974)

Remeasurement adjustment on redeemable common stock	—		—	—		—		(6,999,718)		—		(6,999,718)

Excise tax imposed on common stock redemptions	—		—	—		—		(100,944)		—		(100,944)

Net loss	—		—	—		—		—		(8,013,597)		(8,013,597)

Balance – March 31, 2024	—	$	—	34,500,000	$	3,450	$	14,915,789	$	(72,901,472)	$	(57,982,233)

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	34,500,000	$	3,450	$	—	$	(47,185,408)	$	(47,181,958)

Remeasurement adjustment on redeemable common stock	—		—	—		—		—		(8,615,803)		(8,615,803)

Net income	—		—	—		—		—		4,335,493		4,335,493

Balance – March 31, 2023	—	$	—	34,500,000	$	3,450	$	—	$	(51,465,718)	$	(51,462,268)

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

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CHURCHILL CAPITAL CORP VII

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended
	March 31,
	2024		2023
Cash Flows from Operating Activities:
Net (loss) income	$	(8,013,597)	$	4,335,493
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on funds held in Trust Account		(7,910,692)		(12,590,026)
Change in fair value of warrant liabilities		11,438,000		4,214,000
Deferred tax provision		—		(836,312)
Changes in operating assets and liabilities:
Prepaid expenses		(29,580)		(79,629)
Accrued expenses		286,464		310,048
Income taxes payable		(942,554)		3,759,782
Net cash used in operating activities		(5,171,959)		(886,644)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(3,000,000)		—
Cash withdrawn from Trust Account to pay franchise and income taxes and for working capital purposes		1,021,975		—
Cash withdrawn from Trust Account in connection with redemption		10,094,430		—
Net cash provided by investing activities		8,116,405		—

Cash Flows from Financing Activities:
Proceeds from extension promissory note - related party		3,000,000		—
Redemptions of common stock		(10,094,430)		—
Net cash used in financing activities		(7,094,430)		—

Net Change in Cash		(4,149,984)		(886,644)
Cash — Beginning of period		4,869,699		4,235,388
Cash — End of period	$	719,715	$	3,348,744

Supplemental cash flow information:
Cash paid for income taxes	$	3,802,828	$	—

Non-cash investing and financing activities:
Remeasurement adjustment on redeemable common stock	$	6,999,718	$	8,615,803
Excise tax liability accrued for common stock redemptions	$	100,944	$	—

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

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Churchill Capital Corp VII (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage company and, as such, the Company is subject to all of the risks associated with early stage companies.

As of March 31, 2024, the Company had not commenced any operations. All activity through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination and completing its initial business combination with CorpAcq Group Plc. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 138,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 18,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 3. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VII LLC (the “Sponsor”), generating gross proceeds to the Company of $32,600,000.

Transaction costs amounted to $73,525,223 consisting of $24,500,000 of underwriting discount net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs.

Following the closing of the Initial Public Offering on February 17, 2021, an amount of $1,380,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000 and to pay its tax obligations.

To mitigate the risk of the Company being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), all funds in the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation. Furthermore, such cash (which may include demand deposit accounts) is held in bank accounts, which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”). While we have only placed our Trust Account deposits with JPMorgan Chase Bank N.A., only a small portion of the funds in our Trust Account will be guaranteed by the FDIC.

On May 11, 2023, the stockholders of the Company approved a proposal to adopt an amendment, which is described in more detail in the definitive proxy statement of the Company filed with the SEC on May 16, 2023, to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from May 17, 2023 to February 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2023 Charter Amendment”). The 2023 Charter Amendment was filed with the Secretary of State of the State of Delaware on May 16, 2023 and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from the Trust Account.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

On February 8, 2024, the stockholders of the Company approved a proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2024 Charter Amendment”). The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of approximately $10 million from the Trust Account.

On March 1, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing (“Hearing Request”) before the Nasdaq Hearings Panel (the “Panel”) by March 8, 2024, trading of the Company’s securities on the Nasdaq Global Market would be suspended at the opening of business on March 12, 2024, due to the Company’s non-compliance with Nasdaq Listing Rule IM-5101-2.

On March 8, 2024, the Company submitted a Hearing Request with the Panel in accordance with the Notice and pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Hearing Request will stay the suspension and delisting of Churchill’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred percent (100%) of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

On August 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Polaris Pubco Plc (now known as CorpAcq Group Plc), a public limited company incorporated under the laws of England and Wales (“Pubco”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq”) and certain shareholders of CorpAcq (see Note 6).

Following a stockholder vote on February 8, 2024, the Amended and Restated Certificate of Incorporation was amended to extend the window the Company had to complete a Business Combination from February 17, 2024 to August 17, 2024 or such earlier date as determined by the board of directors. If the Company is unable to complete a Business Combination by August 17, 2024 (or within any extended date that may be approved pursuant to a stockholder vote to extend the date by which we must complete our initial business combination (an “extension vote”)) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of permitted withdrawals and up to $100,000 to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Public Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window.

The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of March 31, 2024, we had cash of $719,715 of which $454,142 is withdrawn from trust and to be used for tax obligations. In April 2024, the Company withdrew $1,650,181 from the Trust Account for income tax, franchise tax expenses and working capital and paid $3,036,682 in income tax and franchise tax. On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000, of which $1,000,000 was borrowed as of this filing. We intend to use the remaining funds held outside the Trust Account primarily to structure, negotiate and complete the Business Combination with CorpAcq. During the three months ended March 31, 2024, the Company withdrew $11,116,405 from the Trust Account to pay tax obligations, working capital purposes and redemptions.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal. Such contributions are made pursuant to a non-interest bearing, unsecured promissory note (the “Extension Promissory Note”) issued by the Company to the Sponsor. The Extension Promissory Note provides up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) August 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. On February 8, 2024, the stockholders of the Company approved the 2024 Charter Amendment. On February 9, 2024, the Sponsor amended the extension promissory note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay monthly extension payment in accordance with the extension. All other terms remain the same. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern, the Company has until August 17, 2024 or such earlier date as determined by the board of directors to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2024 or such earlier date as determined by the board of directors. The Company intends to complete a Business Combination by August 17, 2024.

Risks and Uncertainties

We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas. We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. However, to mitigate this uncertainty, funds held in the trust account will not be used to pay for excise tax liabilities with respect to redemptions of the Class A common stock in connection with an extension of the completion window, a business combination or our liquidation.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any future periods.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.

Cash and Marketable Securities Held in the Trust Account

As of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash. During the three months ended March 31, 2024, the Company withdrew from the Trust Account $1,021,975 to pay franchise, income taxes and working capital purposes and $10,094,430 to pay redeeming stockholders in connection with the 2024 Charter Amendment described in Note 1. During the year ended December 31, 2023, the Company withdrew from the Trust Account $18,919,977 to pay franchise and income taxes and working capital purposes and $816,281,045 to pay redeeming stockholders. As of March 31, 2024 and December 31, 2023, all Trust Account funds were held as cash in a demand deposit account that accrues interest monthly. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

On May 11, 2023, the stockholders of the Company approved the 2023 Charter Amendment. The 2023 Charter Amendment was filed with the Secretary of State of the State of Delaware and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from the Trust Account.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

On February 8, 2024, the stockholders of the Company approved the 2024 Charter Amendment. The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of $10,094,430 from the Trust Account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	1,380,000,000
Less:
Proceeds allocated to Public Warrants		(27,048,000)
Class A common stock issuance costs		(72,128,480)
Plus:
Remeasurement of carrying value to redemption value		99,176,480
Class A common stock subject to possible redemption as of December 31, 2021		1,380,000,000
Plus:
Remeasurement of carrying value to redemption value		14,751,969
Class A common stock subject to possible redemption as of December 31, 2022		1,394,751,969
Less:
Redemptions		(816,281,045)
Plus:
Remeasurement of carrying value to redemption value		33,681,683
Class A common stock subject to possible redemption as of December 31, 2023		612,152,607
Less:
Redemptions		(10,094,430)
Plus:
Remeasurement of carrying value to redemption value		6,999,718
Class A common stock subject to possible redemption as of March 31, 2024	$	609,057,895

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 4) and the Private Placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (55.50)% and 40.27% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, due to changes in fair value of warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States, New York City and New York State as its only “major” tax jurisdictions. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $73,525,223, of which $72,128,480 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $1,396,743 were expensed to the statements of operations.

Net (Loss) Income per Share of Common Stock

Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net (loss) income per share of common stock as the redemption value approximates fair value.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The calculation of diluted net (loss) income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 60,200,000 shares of common stock in the calculation of diluted net (loss) income per share of common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share of common stock
Numerator:
Allocation of net (loss) income	$	(5,008,774)	$	(3,004,823)	$	3,468,394	$	867,099
Denominator:
Basic and diluted weighted average shares outstanding		57,508,439		34,500,000		138,000,000		34,500,000
Basic and diluted net (loss) income per share of common stock	$	(0.09)	$	(0.09)	$	0.03	$	0.03

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9).

Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 138,000,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 18,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement an aggregate of 32,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $32,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 8).

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In December 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock for an aggregate of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 5, 2021, the Company effected a 20,125,000 stock dividend. Additionally, on February 11, 2021, the Company effected a 5,750,000 stock dividend, resulting in our initial stockholders holding an aggregate of 34,500,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 4,500,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, twenty percent (20%) of the Company’s issued and outstanding common stock after the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred fifty (150) days after a Business Combination, the Founder Shares will be released from the lock-up.

Administrative Services Agreement

The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $50,000 per month for office space and administrative and support services. For three months ended March 31, 2024, the Company incurred and paid $150,000 of such fees. For the three months ended March 31, 2023, the Company incurred and paid $150,000 of such fees.

Promissory Note—Related Party

On December 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. As of March 31, 2024 and December 31, 2023, there is no outstanding balance under the Promissory Note. The borrowings outstanding under the Promissory Note in the amount of $375,000 were repaid upon the consummation of the Initial Public Offering on February 17, 2021. Borrowings under the Promissory Note are no longer available.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will be repaid upon consummation of a Business Combination, without interest. No Working Capital Loans were outstanding as of March 31, 2024 and December 31, 2023 (see Note 10).

Extension Promissory Note—Related Party

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal pursuant to the 2023 Charter Amendment. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the Sponsor. The Extension Promissory Note provided up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) August 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. On February 9, 2024, the sponsor amended the Extension Promissory Note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay the monthly extension payment in accordance with the extension and extend the maturity date to August 15, 2024. All other terms remain the same. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal prior to the amendment of the Extension Promissory Note.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Merger Agreement

On August 1, 2023, the Company entered into the Merger Agreement by and among the Company, Pubco, Merger Sub, CorpAcq and certain shareholders of CorpAcq. Pursuant to the Merger Agreement, the parties thereto intend to enter into a business combination transaction pursuant to which certain shareholders of CorpAcq will contribute their interests in CorpAcq to Pubco and Merger Sub will merge with and into the Company, with the Company being the surviving entity in the merger.

The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below.

The total consideration to be paid to the shareholders of CorpAcq will be equal to the sum of:

●

an amount in U.S. Dollars (the “Closing Seller Cash Consideration”) equal to the sum of (a) all available cash and cash equivalents of the Company and its subsidiaries, including all amounts in the Trust Account of the Company (after reduction for the aggregate amount of payments required to be made in connection with the CCVII Stockholder Redemption (defined in the Merger Agreement)), plus the CCVII Facilitated Financing Amount (as defined in the Merger Agreement), if any, in each case calculated as of immediately prior to closing and without giving effect to the Delayed Financing Amount (as defined in the Merger Agreement) minus (b) the aggregate amount of the CorpAcq Transaction Expenses and CCVII Transaction Expenses (each, as defined in the Merger Agreement), minus (c) an amount in cash equal to the amount required to fully redeem all of the preferred shares of CorpAcq outstanding immediately prior to closing, minus (d) an amount equal to $128,600,000 minus the CorpAcq Holder Facilitated Financing Amount (defined in the Merger Agreement), if any (clauses (a) - (d), collectively, the “Closing Seller Preliminary Cash Consideration”), minus (e) 99.99% of the amount by which the Closing Seller Preliminary Cash Consideration exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq); plus

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

●

a number of ordinary shares of Pubco (“Pubco Ordinary Shares”) equal to (a) a number of shares (rounded down to the nearest whole share) equal to (i) $803,822,000, minus the Closing Seller Cash Consideration, divided by (ii) $10.00, and (b) if the “Delivered Capital Adjustment Amount” (defined in the Sponsor Agreement to be an amount equal to (x) 12.5% multiplied by (y) (1) the Delivered Capital Amount (as defined in the Merger Agreement), minus (2) $592,000,000), is a negative number, plus a number of Pubco Ordinary Shares (rounded down to the nearest whole share) (the “Incremental Share Consideration”) equal to (i) the absolute value of the Delivered Capital Adjustment Amount (as defined in the Merger Agreement), divided by (ii) $10.00, multiplied by (iii) 50%; plus

●

15,000,000 class C-2 ordinary shares in Pubco, which shall have terms substantially equivalent to those set forth on Exhibit A of the Merger Agreement; plus

●

the Pubco Ordinary Shares which constitute: (a) a number of Pubco Ordinary Shares equal to the Incremental Share Consideration (the “Incremental Earnout Shares”) and (b) an aggregate amount of Pubco Ordinary Shares equal to (i) 15,000,000 minus (ii) the Specified Sponsor Retained Share Amount (as defined in the Sponsor Agreement) and as may be adjusted pursuant the Sponsor Agreement (the “Base Earnout Shares”); provided that no Incremental Earnout Shares shall be issued at Closing and only 11,000,000 Base Earnout Shares shall be issued at Closing and, instead of a right to any additional Incremental Earnout Shares or Base Earnout Shares at Closing, the shareholders of CorpAcq party to the Merger Agreement shall have the contingent right to receive any remaining Incremental Earnout Shares or Base Earnout Shares, as applicable, from the Pubco within five (5) days following the final calculation of the Delayed Financing Amount pursuant to the Sponsor Agreement. The Incremental Earnout Shares and the Base Earnout Shares will be unvested upon issuance and will be subject to the same vesting and forfeiture provisions and voting and dividend rights as are described below in respect of the Sponsor’s Base Vesting Shares and Earn-Out Vesting Shares, respectively. Upon vesting and prior to redemption in exchange for Post-Combination Company Ordinary A1 Shares, the Incremental Earn Out Shares shall be entitled to receive an additional catchup payment such that each holder receives an amount that would have been paid out on those shares since issue as if they had the same economic rights as the Post-Combination Company Ordinary A1 Shares during that period.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Company amended and restated in its entirety that certain letter, dated February 11, 2021, from the Sponsor and each of the individuals party thereto, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to the Company (the “Support Agreement”), pursuant to which among other things, each of the Sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of common stock (1) in favor of the approval and adoption of the Merger Agreement and approval of the related transactions and all other CCVII Stockholder Matters (as defined in the Sponsor Agreement) and (2) against certain other matters, (ii) not to redeem any of such Insider’s shares of common stock in connection with the CCVII Stockholder Redemption, (iii) to take all actions to consummate the Merger, the other Transactions and the matters contemplated by the Merger Agreement and the Sponsor Agreement and be bound by and comply with Sections 9.04 (Exclusivity) and 9.06 (Confidentiality; Publicity) of the Merger Agreement, (iv) not to enter into, modify or amend any contract between or among the Sponsor, any Insider, anyone related by blood, marriage or adoption to any Insider or any affiliate of any such person (other than the Company or any of its subsidiaries), on the one hand, and the Company or any of its subsidiaries, on the other hand, that would contradict, limit, restrict or impair (1) any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or (2) Pubco’s, Bermuda Co’s, the Company’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement, and (v) to be bound to certain other obligations as described therein.

Capital Markets Advisory Agreement

On July 12, 2023, the Company entered into an agreement with a Capital Markets Advisor to provide advisory and investment banking services in connection with the proposed Business Combination. The fee for these services will be mutually agreed upon prior to the closing of the proposed Business Combination. The mutually agreed upon fee will be payable at the closing of the proposed Business Combination. In addition to the mutually agreed upon fee, the Company will reimburse the Capital Markets Advisor up to $500,000 for

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

reasonable documented out of pocket expenses. These reimbursable expenses are payable regardless of the outcome of the proposed Business Combination.

Registration Rights

Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares and Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The Company granted the underwriters a forty-five (45)-day option from the date of Initial Public Offering to purchase up to 18,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election to fully exercise the over-allotment option, the underwriters purchased an additional 18,000,000 Units, at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $27,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters were to be entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

In November 2023, the Company received letters from BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, waiving their rights to their portion of the deferred underwriting fee. In aggregate, the underwriting fees waived total approximately $30.4 million.

Excise Tax

In connection with the vote to approve the Charter Amendment, holders of 79,983,929 shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of $816,281,045. In connection with the vote to approve the proposal to adopt the 2024 Charter Amendment at the Special Meeting held on February 8, 2024, holders of 951,810 shares of Class A common atock exercised their right to redeem their shares for cash at a redemption price of approximately $10.61 per share, for a total aggregate redemption amount of approximately $10 million. Upon payment of the redemption, approximately $605 million will remain in the Trust Account prior to any additional Contributions made by the Sponsor pursuant to the Promissory Note following the effectiveness of the 2024 Charter Amendment. As such, the Company has recorded a 1% excise tax liability in the amount of $8,263,754 in connection with both redemptions on the balance sheets as of March 31, 2024. The liability does not impact the statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Due Diligence and Legal Fees

As of March 31, 2024, the Company, contingent upon the consummation of an initial Business Combination, will be required to pay due diligence and legal fees in the amount of $14,426,496. These contingent fees are not reflected in the Company’s unaudited condensed financial statements.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Legal Fees

As of March 31, 2024, the Company, upon the consummation of an initial Business Combination will be required to pay due diligence and legal fees in the amount of $27,119.

Fairness Opinion

On July 22, 2023, the Company entered into an agreement with an advisor to provide a fairness opinion on the perspective Business Combination as described above. Fees for the engagement will be $850,000, with a non-refundable retainer of $50,000 payable upon execution of this Agreement, $250,000 payable upon the advisor informing the Company that it is prepared to deliver the Opinion, and $550,000 payable upon closing of the Initial Business Combination. As of March 31, 2024, the Company has paid the $50,000 retainer, received the report, and paid the $250,000 which is included in operating costs on the Company’s statement of operations for the year ended December 31, 2023. As of March 31, 2024, $550,000 is due upon the completion of a Business Combination and is included within the $14,426,496 of contingent fees and not reflected in the Company’s unaudited condensed financial statements.

Legal Demand Letter

On November 20, 2023, the Company received a demand letter from a putative stockholder alleging that the registration statement filed by CorpAcq Group Plc on Form F-4 with the SEC on November 17, 2023 contains misleading statements and/or omissions in violation of the federal securities laws and/or state fiduciary duty law. The stockholder demands that the Company and CorpAcq disclose additional information and purports to reserve the right to file a complaint. The amount of loss exposure, if any, cannot be reasonably estimated at this time.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023, there were 57,064,261 and 58,016,071 shares of Class A common stock issued and outstanding, respectively, including Class A common stock subject to possible redemption which are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 100,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023, there were 34,500,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination.

NOTE 8. WARRANT LIABILITIES

At March 31, 2024 and December 31, 2023, there were 27,600,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty (30) days after the completion of a Business Combination or (b) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of Class A common stock under applicable blue sky laws to the extent an exemption is not available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than thirty (30) days’ prior written notice of redemption;

●

if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty (20) trading days within a thirty (30)-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants.

If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

At March 31, 2024 and December 31, 2023, there were 32,600,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,			December 31,
Description	Level	2024		Level	2023
Assets:
Marketable securities held in Trust Account	1	$	—	1	$	—

Liabilities:
Warrant liability- Public Warrants	1		8,832,000	1		3,588,000
Warrant liability- Private Placement Warrants	2		10,432,000	2		4,238,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statements of operations.

The Public and Private Placement Warrants were valued as of February 17, 2021 using a Monte Carlo simulation model and a Modified Black Scholes model, respectively, which are considered to be a Level 3 fair value measurement. The Monte Carlo simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Placement Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVIIW. For subsequent measurements of the Private Placement Warrants after detachment, a Modified Black Scholes Option Pricing model was used. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement.

At issuance, the estimated fair value of the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of September 30, 2022, the Private Placement Warrants were transferred to a Level 2 fair value measurement, as the Private Placement Warrants are being valued using the associated observable market of the Public Warrants.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers during the three months ended March 31, 2024.

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CHURCHILL CAPITAL CORP VII

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000 (the “Working Capital Promissory Note”). The Working Capital Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Promissory Note; however, no proceeds from the Trust Account may be used for such repayment.

In April 2024, the Company withdrew $1,650,181 from the Trust Account for income taxes, franchise taxes and working capital and paid $3,036,682 in income taxes and franchise taxes.

On April 17, 2024, the Company borrowed $1,000,000 in connection with the Extension Promissory Note entered into on May 16, 2023, amended on February 9, 2024 and deposited $1,000,000 into the Trust Account. As of April 17, 2024, the Extension Promissory Note had a balance of $12,000,000 with $3,000,000 available for withdrawal.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Churchill Capital Corp VII. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Churchill Sponsor VII LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

Business Combination

The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below.

The total consideration to be paid to the shareholders of CorpAcq will be equal to the sum of:

●

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case calculated as of immediately prior to closing and without giving effect to the Delayed Financing Amount (as defined in the Merger Agreement) minus (b) the aggregate amount of the CorpAcq Transaction Expenses and CCVII Transaction Expenses (each, as defined in the Merger Agreement), minus (c) an amount in cash equal to the amount required to fully redeem all of the preferred shares of CorpAcq outstanding immediately prior to closing, minus (d) an amount equal to $128,600,000 minus the CorpAcq Holder Facilitated Financing Amount (defined in the Merger Agreement), if any (clauses (a) - (d), collectively, the “Closing Seller Preliminary Cash Consideration”), minus (e) 99.99% of the amount by which the Closing Seller Preliminary Cash Consideration exceeds $257,200,000 (or such lesser amount as indicated by CorpAcq); plus

●

15,000,000 class C-2 ordinary shares in Pubco, which shall have terms substantially equivalent to those set forth on Exhibit A of the Merger Agreement; plus

●

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Company amended and restated in its entirety that certain letter, dated February 11, 2021, from the sponsor and each of the individuals party thereto, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to the Company (the “Support Agreement”), pursuant to which among other things, each of the sponsor and the Insiders agreed (i) to vote any of such Insider’s shares of common stock (1) in favor of the approval and adoption of the Merger Agreement and approval of the related transactions and all other CCVII Stockholder Matters (as defined in the Sponsor Agreement) and (2) against certain other matters, (ii) not to redeem any of such Insider’s shares of common stock in connection with the CCVII Stockholder Redemption, (iii) to take all actions to consummate the Merger, the other Transactions and the matters contemplated by the Merger Agreement and the Sponsor Agreement and be bound by and comply with Sections 9.04 (Exclusivity) and 9.06 (Confidentiality; Publicity) of the Merger Agreement, (iv) not to enter into, modify or amend any contract between or among the sponsor, any Insider, anyone related by blood, marriage or adoption to any Insider or any affiliate of any such person (other than the Company or any of its subsidiaries), on the one hand, and the Company or any of its subsidiaries, on the other hand, that would contradict, limit, restrict or impair (1) any party’s ability to perform or satisfy any obligation under the Sponsor Agreement or (2) Pubco’s, Bermuda Co’s, the Company’s or Merger Sub’s ability to perform or satisfy any of its obligations under the Merger Agreement, and (v) to be bound to certain other obligations as described therein.

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On February 8, 2024, the stockholders of the Company approved a proposal to adopt an amendment, which is described in more detail in the definitive proxy statement of the Company filed with the SEC on February 12, 2024, to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “2024 Charter Amendment”). The 2024 Charter Amendment was filed with the Secretary of State of the State of Delaware on February 9, 2024 and 951,810 shares of Class A common stock were redeemed, resulting in the payment of approximately $10 million from the Trust Account.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 2024 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target for our business combination and completing an initial business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on cash and marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2024, we had net loss of $8,013,597, which consisted of change in fair value of warrant liabilities of $11,438,000, provision for income taxes of $2,860,274, and operating costs of $1,626,015, partially offset by interest earned on marketable securities held in the Trust Account of $7,910,692.

For the three months ended March 31, 2023, we had net income of $4,335,493, which consisted of interest earned on marketable securities held in the Trust Account of $12,590,026, offset by provision for income taxes of $2,923,470, change in fair value of warrant liabilities of $4,214,000 and operating costs of $1,117,063.

Liquidity, Capital Resources and Going Concern

On February 17, 2021, we consummated the Initial Public Offering of 138,000,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $1,380,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 32,600,000 Private Placement Warrants to the sponsor at a price of $1.00 per warrant, generating gross proceeds of $32,600,000.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $1,380,000,000 was placed in the Trust Account. We incurred $73,525,233 in transaction costs, including $24,500,000 of underwriting fees, net of $3,100,000 reimbursed from the underwriters, $48,300,000 of deferred underwriting fees and $725,223 of other costs.

As of March 31, 2024, we had cash held in the Trust Account of $611,787,389. Interest income on the balance in the Trust Account may be used by us to pay taxes and to pay working capital expenses subject to an annual limit of $1,000,000 (to the extent available). During the three months ended March 31, 2024, the Company withdrew from the Trust Account $1,021,975 to pay franchise, income taxes and working capital and $10,094,430 to pay redeeming stockholders.

For the three months ended March 31, 2024, cash used in operating activities was $5,171,959. Net loss of $8,013,597 was affected by the change in the value of the warrant liabilities of $11,438,000 and interest earned on marketable securities held in Trust Account of $7,910,692. Changes in operating assets and liabilities used $685,670 of cash for operating activities.

For the three months ended March 31, 2023, cash used in operating activities was $886,644. Net income of $4,335,493 was affected by a change in fair value of warrant liabilities of $4,214,000, interest earned on marketable securities held in the Trust Account of $12,590,026, and deferred tax provision of $836,312. Changes in operating assets and liabilities provided $3,990,201 of cash for operating activities.

In February 2023, we instructed the trustee with respect to the Trust Account to redeem the marketable securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash. As a result, we will continue to receive interest on the funds held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business

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combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2024, we had cash of $719,715 of which $454,142 is withdrawn from trust and to be used for tax obligations. In April 2024, the Company withdrew $1,650,181 from the Trust Account for income taxes, franchise taxes and working capital and paid $3,036,682 in income taxes and franchise taxes. On April 11, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company an aggregate principal amount of up to $1,000,000, of which $1,000,000 was borrowed as of this filing. We intend to use the remaining funds held outside the Trust Account primarily to structure, negotiate and complete the business combination with CorpAcq.

To mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), all funds in the Trust Account are held and will be held in cash (which may include demand deposit accounts) until the earlier of consummation of our initial business combination or liquidation. As a result, we receive interest on the funds held in the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

On May 16, 2023, our sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the sponsor. On February 9, 2024, our sponsor amended the Extension Promissory Note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay monthly extension payment in accordance with the extension. All other terms remain the same. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the business combination, (ii) August 15, 2024 and (iii) if a business combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a business combination and (2) the date that the winding up of the Company is effective. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal prior to the amendment of the Extension Promissory Note.

The Company may need to raise additional capital through loans or additional investments from its sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a business combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements Going Concern, the Company has until August 17, 2024 or such earlier date as determined by the board of directors to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date and an extension not obtained by the sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2024 or such earlier date as determined by the board of directors. The Company intends to complete a business combination before the mandatory liquidation date.

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

The Company agreed, commencing on February 11, 2021 through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an affiliate of the sponsor a total of $50,000 per month for office space, administrative and support services.

Following the IPO, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $48,300,000 in the aggregate. In November 2023, the Company received letters from BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC waiving their rights to their portion of the deferred underwriting fee. In aggregate, the underwriting fees waived total approximately $30.4 million. The remaining approximately $17.9 million deferred fee will be waived by the underwriters in the event that the Company does not complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. The following are the critical accounting policies:

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

Warrant Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Public Warrants and Private Placement Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation and a modified Black-Scholes model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Net (Loss) Income Per Share of Common Stock

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net (loss) income per share of common stock as the redemption value approximates fair value.

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Recent Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 17, 2021, we consummated the Initial Public Offering of 138,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $1,380,000,000. Citigroup Global Markets Inc. acted as joint bookrunner and representative of the underwriters and each of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as joint bookrunners of the offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-252006). The Securities and Exchange Commission declared the registration statement effective on February 11, 2021.

Simultaneous with the consummation of the Initial Public Offering, the Company consummated the sale of 32,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $32,600,000. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, an aggregate of $1,380,000,000 was placed in the Trust Account. On May 11, 2023, the stockholders of the Company approved the Charter Amendment. The Charter Amendment was filed with the Secretary of State of the State of Delaware and 79,983,929 shares of Class A common stock were redeemed, resulting in the payment of $816,281,045 from the Trust Account.

We incurred $73,525,223 of transaction costs, consisting of $24,500,000 of underwriting fees, which is net of $3,100,000 reimbursed fees from the underwriters, $48,300,000 of deferred underwriting discount and $725,223 of other offering costs. In addition, $5,758,933 of cash was held outside of the Trust Account for working capital purposes.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

In the first quarter of 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHURCHILL CAPITAL CORP VII

Date: May 3, 2024	By:	/s/ Michael Klein
	Name:	Michael Klein
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)
Date: May 3, 2024
	By:	/s/ Jay Taragin
	Name:	Jay Taragin
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Klein, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Churchill Capital Corp VII;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 3, 2024
	/s/ Michael Klein
	Michael Klein
	Chief Executive Officer and President
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay Taragin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Churchill Capital Corp VII;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 3, 2024
	/s/ Jay Taragin
	Jay Taragin
	Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Churchill Capital Corp VII (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Michael Klein, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 3, 2024
	/s/ Michael Klein
	Michael Klein
	Chief Executive Officer and President
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Churchill Capital Corp VII (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Jay Taragin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 3, 2024
	/s/ Jay Taragin
	Jay Taragin
	Chief Financial Officer
	(Principal Financial Officer)

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 03, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40051
Entity Registrant Name	CHURCHILL CAPITAL CORP VII
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3420354
Entity Address, Address Line One	640 Fifth Avenue, 12th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	380-7500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Central Index Key	0001828248
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock,$0.0001 par value, and one-fifth of one warrant
Trading Symbol	CVII.U
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	CVII
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		57,064,261
Warrants included as part of units
Document and Entity Information
Title of 12(b) Security	Warrants included as part of the units
Trading Symbol	CVIIW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		34,500,000

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 719,715	$ 4,869,699
Prepaid expenses	170,746	141,166
Total current assets	890,461	5,010,865
Cash and marketable securities held in Trust Account	611,787,389	611,993,102
TOTAL ASSETS	612,677,850	617,003,967
Current liabilities
Accrued expenses	2,182,304	1,895,840
Income taxes payable	2,933,636	3,876,190
Excise tax liability	8,263,754	8,162,810
Extension promissory note - related party	11,000,000	8,000,000
Total current liabilities	24,379,694	21,934,840
Deferred legal fee	27,119	27,119
Warrant liabilities	19,264,000	7,826,000
Deferred underwriting fee payable	17,931,375	17,931,375
TOTAL LIABILITIES	61,602,188	47,719,334
COMMITMENTS AND CONTINGENCIES
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	14,915,789	22,016,451
Accumulated deficit	(72,901,472)	(64,887,875)
TOTAL STOCKHOLDERS' DEFICIT	(57,982,233)	(42,867,974)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	612,677,850	617,003,967
Class A common stock
Stockholders' deficit
Common stock	0	0
Class A common stock subject to redemption
Current liabilities
Class A common stock subject to possible redemption, 57,064,261 and 58,016,071 shares at redemption value of approximately $10.67 and $10.55 as of March 31, 2024 and December 31, 2023, respectively	609,057,895	612,152,607
Class B common stock
Stockholders' deficit
Common stock	$ 3,450	$ 3,450

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value, (in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value, (in dollar per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class A common stock subject to redemption
Class A common stock subject to possible redemption, outstanding	57,064,261	58,016,071
Class A common stock subject to possible redemption, par or stated value	$ 10.67	$ 10.55
Class B common stock
Common stock, par value, (in dollar per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Operating costs	$ 1,626,015	$ 1,117,063
Loss from operations	(1,626,015)	(1,117,063)
Other (expenses) income:
Change in fair value of warrant liabilities	(11,438,000)	(4,214,000)
Interest earned on marketable securities held in Trust Account	7,910,692	12,590,026
Other (expenses) income	(3,527,308)	8,376,026
(Loss) income before provision for income taxes	(5,153,323)	7,258,963
Provision for income taxes	(2,860,274)	(2,923,470)
Net (loss) income	(8,013,597)	4,335,493
Class A common stock
Other (expenses) income:
Net (loss) income	$ (5,008,774)	$ 3,468,394
Weighted average shares outstanding, basic	57,508,439	138,000,000
Weighted average shares outstanding, diluted	57,508,439	138,000,000
Net income per share, basic	$ (0.09)	$ 0.03
Net income per share, diluted	$ (0.09)	$ 0.03
Class B common stock
Other (expenses) income:
Net (loss) income	$ (3,004,823)	$ 867,099
Weighted average shares outstanding, basic	34,500,000	34,500,000
Weighted average shares outstanding, diluted	34,500,000	34,500,000
Net income per share, basic	$ (0.09)	$ 0.03
Net income per share, diluted	$ (0.09)	$ 0.03

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock	Class B Common Stock Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2022		$ 3,450			$ (47,185,408)	$ (47,181,958)
Balance at the beginning (in shares) at Dec. 31, 2022		34,500,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Remeasurement adjustment on redeemable common stock					(8,615,803)	(8,615,803)
Net income (loss)	$ 3,468,394		$ 867,099		4,335,493	4,335,493
Balance at the end at Mar. 31, 2023		$ 3,450			(51,465,718)	(51,462,268)
Balance at the end (in shares) at Mar. 31, 2023		34,500,000
Balance at the beginning at Dec. 31, 2022		$ 3,450			(47,185,408)	(47,181,958)
Balance at the beginning (in shares) at Dec. 31, 2022		34,500,000
Balance at the end at Dec. 31, 2023		$ 3,450		$ 22,016,451	(64,887,875)	(42,867,974)
Balance at the end (in shares) at Dec. 31, 2023		34,500,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Remeasurement adjustment on redeemable common stock				(6,999,718)		(6,999,718)
Excise tax imposed on common stock redemptions				(100,944)		(100,944)
Net income (loss)	$ (5,008,774)		$ (3,004,823)		(8,013,597)	(8,013,597)
Balance at the end at Mar. 31, 2024		$ 3,450		$ 14,915,789	$ (72,901,472)	$ (57,982,233)
Balance at the end (in shares) at Mar. 31, 2024		34,500,000

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (8,013,597)	$ 4,335,493
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on funds held in Trust Account	(7,910,692)	(12,590,026)
Change in fair value of warrant liabilities	11,438,000	4,214,000
Deferred tax provision		(836,312)
Changes in operating assets and liabilities:
Prepaid expenses	(29,580)	(79,629)
Accrued expenses	286,464	310,048
Income taxes payable	(942,554)	3,759,782
Net cash used in operating activities	(5,171,959)	(886,644)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(3,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes and for working capital purposes	1,021,975		$ 18,919,977
Cash withdrawn from Trust Account in connection with redemption	10,094,430		816,281,045
Net cash provided by investing activities	8,116,405
Cash Flows from Financing Activities:
Proceeds from extension promissory note - related party	3,000,000
Redemptions of common stock	(10,094,430)
Net cash used in financing activities	(7,094,430)
Net Change in Cash	(4,149,984)	(886,644)
Cash - Beginning of period	4,869,699	4,235,388	4,235,388
Cash - End of period	719,715	3,348,744	$ 4,869,699
Supplemental cash flow information:
Cash paid for income taxes	3,802,828
Non-cash investing and financing activities:
Remeasurement adjustment on redeemable common stock	6,999,718	$ 8,615,803
Excise tax liability accrued for common stock redemptions	$ 100,944

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Mar. 31, 2024

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage company and, as such, the Company is subject to all of the risks associated with early stage companies.

Liquidity and Going Concern

Risks and Uncertainties

Inflation Reduction Act of 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Cash and Marketable Securities Held in the Trust Account

Class A Common Stock Subject to Possible Redemption

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	1,380,000,000
Less:
Proceeds allocated to Public Warrants		(27,048,000)
Class A common stock issuance costs		(72,128,480)
Plus:
Remeasurement of carrying value to redemption value		99,176,480
Class A common stock subject to possible redemption as of December 31, 2021		1,380,000,000
Plus:
Remeasurement of carrying value to redemption value		14,751,969
Class A common stock subject to possible redemption as of December 31, 2022		1,394,751,969
Less:
Redemptions		(816,281,045)
Plus:
Remeasurement of carrying value to redemption value		33,681,683
Class A common stock subject to possible redemption as of December 31, 2023		612,152,607
Less:
Redemptions		(10,094,430)
Plus:
Remeasurement of carrying value to redemption value		6,999,718
Class A common stock subject to possible redemption as of March 31, 2024	$	609,057,895

Warrant Liabilities

Income Taxes

Offering Costs

Net (Loss) Income per Share of Common Stock

The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share of common stock
Numerator:
Allocation of net (loss) income	$	(5,008,774)	$	(3,004,823)	$	3,468,394	$	867,099
Denominator:
Basic and diluted weighted average shares outstanding		57,508,439		34,500,000		138,000,000		34,500,000
Basic and diluted net (loss) income per share of common stock	$	(0.09)	$	(0.09)	$	0.03	$	0.03

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

PUBLIC OFFERING

3 Months Ended

Mar. 31, 2024

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

PRIVATE PLACEMENT

3 Months Ended

Mar. 31, 2024

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Promissory Note—Related Party

Related Party Loans

Extension Promissory Note—Related Party

On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $1,000,000 following the approval and implementation of the initial extension proposal pursuant to the 2023 Charter Amendment. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the Sponsor. The Extension Promissory Note provided up to $9,000,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) August 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. On February 9, 2024, the sponsor amended the Extension Promissory Note to increase the principal borrowing amount payable under the promissory note from $9,000,000 to $15,000,000 to pay the monthly extension payment in accordance with the extension and extend the maturity date to August 15, 2024. All other terms remain the same. As of March 31, 2024, the Extension Promissory Note had a balance of $11,000,000 with $4,000,000 available for withdrawal prior to the amendment of the Extension Promissory Note.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Merger Agreement

The proposed merger is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below.

The total consideration to be paid to the shareholders of CorpAcq will be equal to the sum of:

●

15,000,000 class C-2 ordinary shares in Pubco, which shall have terms substantially equivalent to those set forth on Exhibit A of the Merger Agreement; plus

●

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Sponsor Agreement

Capital Markets Advisory Agreement

reasonable documented out of pocket expenses. These reimbursable expenses are payable regardless of the outcome of the proposed Business Combination.

Registration Rights

Underwriting Agreement

Excise Tax

Due Diligence and Legal Fees

Legal Fees

As of March 31, 2024, the Company, upon the consummation of an initial Business Combination will be required to pay due diligence and legal fees in the amount of $27,119.

Fairness Opinion

Legal Demand Letter

STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2024

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

WARRANT LIABILITIES

3 Months Ended

Mar. 31, 2024

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 8. WARRANT LIABILITIES

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than thirty (30) days’ prior written notice of redemption;

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


		March 31,			December 31,
Description	Level	2024		Level	2023
Assets:
Marketable securities held in Trust Account	1	$	—	1	$	—

Liabilities:
Warrant liability- Public Warrants	1		8,832,000	1		3,588,000
Warrant liability- Private Placement Warrants	2		10,432,000	2		4,238,000

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

In April 2024, the Company withdrew $1,650,181 from the Trust Account for income taxes, franchise taxes and working capital and paid $3,036,682 in income taxes and franchise taxes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Cash and Marketable Securities Held in the Trust Account

Class A Common Stock Subject to Possible Redemption

As of March 31, 2024 and December 31, 2023, the Class A common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	1,380,000,000
Less:
Proceeds allocated to Public Warrants		(27,048,000)
Class A common stock issuance costs		(72,128,480)
Plus:
Remeasurement of carrying value to redemption value		99,176,480
Class A common stock subject to possible redemption as of December 31, 2021		1,380,000,000
Plus:
Remeasurement of carrying value to redemption value		14,751,969
Class A common stock subject to possible redemption as of December 31, 2022		1,394,751,969
Less:
Redemptions		(816,281,045)
Plus:
Remeasurement of carrying value to redemption value		33,681,683
Class A common stock subject to possible redemption as of December 31, 2023		612,152,607
Less:
Redemptions		(10,094,430)
Plus:
Remeasurement of carrying value to redemption value		6,999,718
Class A common stock subject to possible redemption as of March 31, 2024	$	609,057,895

Warrant Liabilities

Income Taxes

Offering Costs

Net (Loss) Income per Share of Common Stock

The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share of common stock
Numerator:
Allocation of net (loss) income	$	(5,008,774)	$	(3,004,823)	$	3,468,394	$	867,099
Denominator:
Basic and diluted weighted average shares outstanding		57,508,439		34,500,000		138,000,000		34,500,000
Basic and diluted net (loss) income per share of common stock	$	(0.09)	$	(0.09)	$	0.03	$	0.03

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheets


Gross proceeds	$	1,380,000,000
Less:
Proceeds allocated to Public Warrants		(27,048,000)
Class A common stock issuance costs		(72,128,480)
Plus:
Remeasurement of carrying value to redemption value		99,176,480
Class A common stock subject to possible redemption as of December 31, 2021		1,380,000,000
Plus:
Remeasurement of carrying value to redemption value		14,751,969
Class A common stock subject to possible redemption as of December 31, 2022		1,394,751,969
Less:
Redemptions		(816,281,045)
Plus:
Remeasurement of carrying value to redemption value		33,681,683
Class A common stock subject to possible redemption as of December 31, 2023		612,152,607
Less:
Redemptions		(10,094,430)
Plus:
Remeasurement of carrying value to redemption value		6,999,718
Class A common stock subject to possible redemption as of March 31, 2024	$	609,057,895

Schedule of basic and diluted net (loss) income per share of common stock

The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended March 31,
	2024				2023
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share of common stock
Numerator:
Allocation of net (loss) income	$	(5,008,774)	$	(3,004,823)	$	3,468,394	$	867,099
Denominator:
Basic and diluted weighted average shares outstanding		57,508,439		34,500,000		138,000,000		34,500,000
Basic and diluted net (loss) income per share of common stock	$	(0.09)	$	(0.09)	$	0.03	$	0.03

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis


		March 31,			December 31,
Description	Level	2024		Level	2023
Assets:
Marketable securities held in Trust Account	1	$	—	1	$	—

Liabilities:
Warrant liability- Public Warrants	1		8,832,000	1		3,588,000
Warrant liability- Private Placement Warrants	2		10,432,000	2		4,238,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)									1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 17, 2024 USD ($)	Apr. 11, 2024 USD ($)	Feb. 09, 2024 USD ($) shares	Feb. 08, 2024 shares	May 16, 2023 USD ($)	May 11, 2023 USD ($) shares	Feb. 17, 2021 USD ($) $ / shares shares	Oct. 09, 2020 item	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Description Of Organization And Business Operations [Line Item]
Condition for future business combination number of businesses minimum \| item								1
Transaction costs							$ 73,525,223
Underwriting fees							24,500,000
Reimbursed from the underwriters							3,100,000
Deferred underwriting fee payable							48,300,000			$ 17,931,375	$ 17,931,375
Other offering costs							725,223
Investment of cash into trust account							$ 1,380,000,000			3,000,000
Purchase price, per unit \| $ / shares							$ 10.00
Investments maximum maturity term							185 days
Cash held outside the trust account							$ 1,000,000			719,715	4,869,699
Cash withdrawn from trust										454,142
Cash withdrawn from Trust Account to pay franchise, income taxes and working capital									$ 1,650,181
Income tax and franchise tax paid									3,036,682
Payment for redemptions										$ 10,094,430
Condition for future business combination use of proceeds percentage										80.00%
Condition for future business combination threshold percentage ownership										50.00%
Condition for future business combination threshold net tangible assets										$ 5,000,001
Redemption Limit Percentage Without Prior Consent										15.00%
Obligation to redeem public shares if entity does not complete a business combination (as a percent)										100.00%
Redemption period upon closure										10 days
Maximum allowed dissolution expenses										$ 100,000
Withdrawn marketable securities held in trust account										11,116,405
Balance of note										11,000,000	8,000,000
Subsequent event
Description Of Organization And Business Operations [Line Item]
Cash withdrawn from Trust Account to pay franchise, income taxes and working capital									1,650,181
Income tax and franchise tax paid									$ 3,036,682
Extension Promissory Note
Description Of Organization And Business Operations [Line Item]
Investment of cash into trust account		$ 1,000,000
Borrowed notes		$ 1,000,000
Extension Promissory Note \| Sponsor
Description Of Organization And Business Operations [Line Item]
Investment of cash into trust account					$ 1,000,000
Amount of note			$ 15,000,000							9,000,000
Balance of note										11,000,000
Amount available for withdrawal										$ 4,000,000
Extension Promissory Note \| Maximum \| Sponsor
Description Of Organization And Business Operations [Line Item]
Amount of note					$ 9,000,000
Extension Promissory Note \| Subsequent event
Description Of Organization And Business Operations [Line Item]
Investment of cash into trust account	$ 1,000,000
Borrowed notes	1,000,000
Balance of note	12,000,000
Amount available for withdrawal	$ 3,000,000
Private Placement Warrants
Description Of Organization And Business Operations [Line Item]
Sale of private placement warrants (in shares) \| shares							32,600,000
Price of warrant \| $ / shares							$ 1.00
Proceeds from sale of private placements warrants							$ 32,600,000
Class A common stock subject to redemption
Description Of Organization And Business Operations [Line Item]
Shares redeemed (in shares) \| shares			951,810	951,810		79,983,929				79,983,929
Payment for redemptions			$ 10,094,430			$ 816,281,045				$ 10,094,430	$ 816,281,045
Initial Public Offering
Description Of Organization And Business Operations [Line Item]
Sale of units, net of underwriting discounts and offering expenses (in shares) \| shares							138,000,000
Proceeds from issuance initial public offering							$ 1,380,000,000
Deferred underwriting fee payable							$ 48,300,000
Purchase price, per unit \| $ / shares							$ 10.00
Over-allotment option
Description Of Organization And Business Operations [Line Item]
Sale of units, net of underwriting discounts and offering expenses (in shares) \| shares							18,000,000
Purchase price, per unit \| $ / shares							$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)					3 Months Ended		12 Months Ended
	Feb. 09, 2024	Feb. 08, 2024	May 11, 2023	Feb. 17, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents					$ 0		$ 0
Cash withdrawn from Trust Account to pay franchise and income taxes and for working capital purposes					1,021,975		18,919,977
Cash withdrawn from Trust Account in connection with redemption					$ 10,094,430		816,281,045
Effective income tax rate					(55.50%)	40.27%
Statutory income tax rate (as Percent)					21.00%	21.00%
Unrecognized tax benefits					$ 0		0
Unrecognized tax benefits accrued for interest and penalties					$ 0		0
Anti-dilutive securities attributable to warrants (in shares)					60,200,000
Redemptions					$ 10,094,430
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering cost				$ 73,525,223
Charges on stockholders' deficit				72,128,480
Offering cost expenses				$ 1,396,743
Class A common stock subject to redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares redeemed (in shares)	951,810	951,810	79,983,929		79,983,929
Redemptions	$ 10,094,430		$ 816,281,045		$ 10,094,430		$ 816,281,045

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)			3 Months Ended		12 Months Ended
	Feb. 09, 2024	May 11, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity
Redemptions			$ (10,094,430)
Remeasurement of carrying value to redemption value			6,999,718	$ 8,615,803
Class A common stock subject to redemption
Temporary Equity
Gross proceeds							$ 1,380,000,000
Proceeds allocated to Public Warrants							(27,048,000)
Class A common stock issuance costs							(72,128,480)
Redemptions	$ (10,094,430)	$ (816,281,045)	(10,094,430)		$ (816,281,045)
Remeasurement of carrying value to redemption value			6,999,718		33,681,683	$ 14,751,969	99,176,480
Class A common stock subject to possible redemption			$ 609,057,895		$ 612,152,607	$ 1,394,751,969	$ 1,380,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net (loss) income per share of common stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss)	$ (8,013,597)	$ 4,335,493
Class A common stock
Numerator:
Net Income (Loss)	$ (5,008,774)	$ 3,468,394
Denominator:
Weighted average shares outstanding, basic	57,508,439	138,000,000
Weighted average shares outstanding, diluted	57,508,439	138,000,000
Basic, net income per share of common stock	$ (0.09)	$ 0.03
Diluted, net income per share of common stock	$ (0.09)	$ 0.03
Class B common stock
Numerator:
Net Income (Loss)	$ (3,004,823)	$ 867,099
Denominator:
Weighted average shares outstanding, basic	34,500,000	34,500,000
Weighted average shares outstanding, diluted	34,500,000	34,500,000
Basic, net income per share of common stock	$ (0.09)	$ 0.03
Diluted, net income per share of common stock	$ (0.09)	$ 0.03

PUBLIC OFFERING (Details)	Feb. 17, 2021 $ / shares shares
PUBLIC OFFERING
Purchase price, per unit \| $ / shares	$ 10.00
Initial Public Offering
PUBLIC OFFERING
Number of units sold	138,000,000
Purchase price, per unit \| $ / shares	$ 10.00
Number of shares in a unit	1
Number of warrants in a unit	0.2
Number of shares issuable per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50
Over-allotment option
PUBLIC OFFERING
Number of units sold	18,000,000
Purchase price, per unit \| $ / shares	$ 10.00

PRIVATE PLACEMENT (Details) - Private Placement Warrants	Feb. 17, 2021 USD ($) $ / shares shares
PRIVATE PLACEMENT.
Number of warrants to purchase shares issued \| shares	32,600,000
Price of warrant \| $ / shares	$ 1.00
Aggregate purchase price \| $	$ 32,600,000
Private Placement
PRIVATE PLACEMENT.
Number of warrants to purchase shares issued \| shares	32,600,000
Price of warrant \| $ / shares	$ 1.00
Aggregate purchase price \| $	$ 32,600,000
Number of shares per warrant \| shares	1
Exercise price of warrant \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares			1 Months Ended
	Feb. 11, 2021 shares	Feb. 05, 2021 shares	Dec. 31, 2020 USD ($) D $ / shares shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture	0
Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Number of shares issued			8,625,000
Aggregate purchase price \| $			$ 25,000
Share dividend	5,750,000	20,125,000
Aggregate number of shares owned	34,500,000
Shares subject to forfeiture	4,500,000
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders			20.00%
Restrictions on transfer period of time after business combination completion			1 year
Sponsor \| Class A common stock
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days

RELATED PARTY TRANSACTIONS (Details) - USD ($)					3 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Apr. 11, 2024	May 16, 2023	Feb. 17, 2021	Feb. 11, 2021	Mar. 31, 2024	Mar. 31, 2023	Feb. 09, 2024	Dec. 31, 2023	Dec. 30, 2020
RELATED PARTY TRANSACTIONS
Investment of cash into trust account			$ 1,380,000,000		$ 3,000,000
Balance of note					11,000,000			$ 8,000,000
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses incurred and paid				$ 50,000	150,000	$ 150,000
Promissory Note - Related Party
RELATED PARTY TRANSACTIONS
Repayment of promissory note - related party			$ 375,000
Outstanding balance					0			0
Promissory Note - Related Party \| Maximum
RELATED PARTY TRANSACTIONS
Aggregate borrowed amount									$ 600,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Outstanding balance					0			$ 0
Extension Promissory Note-Related Party
RELATED PARTY TRANSACTIONS
Investment of cash into trust account	$ 1,000,000
Extension Promissory Note-Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate borrowed amount					9,000,000		$ 15,000,000
Investment of cash into trust account		$ 1,000,000
Balance of note					11,000,000
Amount available for withdrawal					$ 4,000,000
Extension Promissory Note-Related Party \| Maximum \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate borrowed amount		$ 9,000,000

COMMITMENTS AND CONTINGENCIES (Details)								3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Apr. 11, 2024 USD ($)	Feb. 09, 2024 shares	Feb. 08, 2024 USD ($) $ / shares shares	Aug. 01, 2023 USD ($) $ / shares shares	Jul. 12, 2023 USD ($)	May 11, 2023 shares	Feb. 17, 2021 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) item shares	Dec. 31, 2023 USD ($)	Nov. 30, 2023 USD ($)	Jul. 22, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item								3
Granted term							45 days
Purchase price, per unit \| $ / shares							$ 10.00
Deferred underwriting fee payable							$ 48,300,000	$ 17,931,375	$ 17,931,375
Waiver of Underwriting Fees										$ 30,400,000
Due diligence and legal fees								14,426,496
Due diligence and legal fees payable								$ 27,119
Remaining payment of the redemption			$ 605,000,000
Excise tax liability (in percent)								1.00%
Excise tax liability								$ 8,263,754	$ 8,162,810
Engagement fees payable to advisor to provide a fairness opinion on the prospective Business Combination											$ 850,000
Non-refundable retainer payable to advisor upon execution of the agreement to provide a fairness opinion on the prospective Business Combination											50,000
Amount payable upon the advisor informing the Company that it is prepared to deliver the fairness opinion											250,000
Amount payable to advisor upon closing of the Initial Business Combination								550,000			$ 550,000
Non-refundable retainer paid to advisor upon execution of the agreement to provide the fairness opinion								50,000
Amount paid upon the advisor informing the Company that it is prepared to deliver the fairness opinion								$ 250,000
Maximum
COMMITMENTS AND CONTINGENCIES
Reimbursement for out of pocket expenses					$ 500,000
Class A common stock subject to redemption
COMMITMENTS AND CONTINGENCIES
Shares redeemed (in shares) \| shares		951,810	951,810			79,983,929		79,983,929
Value of shares redeemed			$ 10,000,000					$ 816,281,045
Per share redemption price \| $ / shares			$ 10.61
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Sale of units, net of underwriting discounts and offering expenses (in shares) \| shares							138,000,000
Purchase price, per unit \| $ / shares							$ 10.00
Underwriting cash discount per unit \| $ / shares							$ 0.20
Underwriter cash discount							$ 27,600,000
Deferred fee per unit \| $ / shares							$ 0.35
Deferred underwriting fee payable							$ 48,300,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Sale of units, net of underwriting discounts and offering expenses (in shares) \| shares							18,000,000
Purchase price, per unit \| $ / shares							$ 10.00
Merger Agreement \| Pubco
COMMITMENTS AND CONTINGENCIES
Amount considered for calculation of number of shares				$ 803,822,000
Denominator considered for calculation of number of shares \| $ / shares				$ 10.00
Multiply factor				12.50%
Amount to be deducted from the delivery capital				$ 592,000,000
Denominator for calculation of incremental share consideration \| $ / shares				$ 10.00
Percentage considered for calculation of incremental share consideration				50.00%
Merger Agreement \| CorpAcq
COMMITMENTS AND CONTINGENCIES
Amount considered for closing seller cash consideration				$ 128,600,000
Percentage on the exceeded preliminary cash consideration				99.99%
Amount in excess of preliminary cash consideration for consideration				$ 257,200,000
Merger Agreement \| CorpAcq \| Class C-2 ordinary shares \| Pubco
COMMITMENTS AND CONTINGENCIES
Number of shares issuable \| shares				15,000,000
Sponsor Agreement \| CorpAcq \| Pubco
COMMITMENTS AND CONTINGENCIES
Shares considered for calculation of aggregate amount \| shares				15,000,000
Number of incremental earnout shares shall be issued at closing \| shares				0
Number of of base earnout shares shall be issued at closing \| shares				11,000,000
Threshold period from the final calculation of the delayed financing amount for contingent right to receive shares				5 days
Extension Promissory Note
COMMITMENTS AND CONTINGENCIES
Borrowed notes	$ 1,000,000

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common Stock (Details)	3 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock (Details)	Mar. 31, 2024 Vote $ / shares shares	Dec. 31, 2023 Vote $ / shares shares
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class A common stock subject to redemption
STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, issued	57,064,261	58,016,071
Class A common stock subject to possible redemption, outstanding	57,064,261	58,016,071
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1	1
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITIES (Details)	3 Months Ended
WARRANT LIABILITIES (Details)	Mar. 31, 2024 D $ / shares shares	Dec. 31, 2023 shares
Public Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	27,600,000	27,600,000
Warrant exercise period after completion of a business combination	30 days
Warrant exercise period from closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	32,600,000	32,600,000
Restrictions on transfer period of time after business combination completion	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Public Warrants
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18.00
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets:
Marketable securities held in Trust Account	$ 611,787,389	$ 611,993,102
Liabilities:
Warrant liability	$ 19,264,000	7,826,000
Percentage of probability of business combination	80.00%
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liability	$ 8,832,000	3,588,000
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liability	$ 10,432,000	$ 4,238,000

FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant liabilities (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
FAIR VALUE MEASUREMENTS
Transfer from level 3	$ 0

SUBSEQUENT EVENTS (Details) - USD ($)					1 Months Ended	3 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 17, 2024	Apr. 11, 2024	May 16, 2023	Feb. 17, 2021	Apr. 30, 2024	Mar. 31, 2024	Feb. 09, 2024	Dec. 31, 2023
SUBSEQUENT EVENTS
Extension promissory note - related party						$ 11,000,000		$ 8,000,000
Cash withdrawn from Trust Account to pay franchise, income taxes and working capital					$ 1,650,181
Income tax and franchise tax paid					3,036,682
Investment of cash into trust account				$ 1,380,000,000		3,000,000
Balance of note						11,000,000		$ 8,000,000
Extension Promissory Note
SUBSEQUENT EVENTS
Borrowed notes		$ 1,000,000
Investment of cash into trust account		1,000,000
Sponsor \| Extension Promissory Note
SUBSEQUENT EVENTS
Extension promissory note - related party						11,000,000
Amount available for withdrawal						4,000,000
Aggregate borrowed amount						9,000,000	$ 15,000,000
Investment of cash into trust account			$ 1,000,000
Balance of note						$ 11,000,000
Maximum \| Sponsor \| Extension Promissory Note
SUBSEQUENT EVENTS
Aggregate borrowed amount			$ 9,000,000
Subsequent event
SUBSEQUENT EVENTS
Cash withdrawn from Trust Account to pay franchise, income taxes and working capital					1,650,181
Income tax and franchise tax paid					$ 3,036,682
Subsequent event \| Extension Promissory Note
SUBSEQUENT EVENTS
Extension promissory note - related party	$ 12,000,000
Amount available for withdrawal	3,000,000
Borrowed notes	1,000,000
Investment of cash into trust account	1,000,000
Balance of note	$ 12,000,000
Subsequent event \| Maximum \| Sponsor \| Working Capital Promissory Note
SUBSEQUENT EVENTS
Aggregate borrowed amount		$ 1,000,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,013,597)	$ 4,335,493

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false