Churchill Capital Corp VII: debt financing — Churchill VII stockholders approve extension to Aug 2024; ~$605M remains in trust after redemptions

On February 9, 2024, Churchill Capital Corp VII ( “Churchill VII”) and Churchill Sponsor VII LLC (the “Sponsor”) entered into an amendment to that certain non-interest bearing, unsecured promissory note (as amended, the “Promissory Note”), issued by Churchill VII to the Sponsor on May 16, 2023, pursuant to which the Sponsor has agreed to continue to make monthly deposits directly to the trust account (the “Trust Account”) of $1 million per month (each deposit, a “Contribution”) on the terms described below.

stockholders of Churchill VII approved an amendment to Churchill VII’s amended and restated certificate of incorporation (the “Charter Amendment”) to (i) extend the date by which Churchill VII has to consummate the Transactions from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”) and (ii) to provide for the rights of holders of Churchill VII’s Class B common stock (“Class B Common Stock”) to convert their shares of Class B Common Stock into shares of Churchill VII’s Class A common stock (“Class A Common Stock”) on a one-to-one basis at any time and from time to time at the election of the holder.