Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on May 2, 2024, Churchill Capital Corp VII ("Churchill") appeared before the Nasdaq Hearing Panel (the "Panel") for its failure to complete a business combination as required by Nasdaq Listing Rule IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Following the hearing, the Panel issued a decision on May 13, 2024 (the "Decision") granting Churchill's request for continued listing on Nasdaq Global Market, subject to, among other things, Churchill completing its initial business combination no later than August 17, 2024.

As previously disclosed, Churchill was unable to complete its initial business Combination by August 17, 2024. As a result, on August 19, 2024 Nasdaq filed a Form 25 with the United States Securities and Exchange Commission (the "SEC") to delist Churchill's securities. Churchill expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.

On August 19, 2024, received a written notice (the "Notice") from the Panel indicating that, in light of Churchill's inability to meet the terms of the Decision, the Panel has determined to delist Churchill's securities from Nasdaq and will suspend trading in those securities.

Forward-Looking Statements

This Current Report may include, and oral statements made from time to time by representatives of Churchill may include, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions, as they relate to Churchill or Churchill's management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Churchill's management, as well as assumptions made by, and information currently available to, Churchill's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Churchill's filings with the SEC. All subsequent written or oral forward-looking statements attributable to Churchill or persons acting on Churchill's behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Churchill, including those set forth in the Risk Factors section of Churchill's annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 4, 2024. Churchill undertakes no obligation to update these statements for revisions or changes after the date of this Current Report, except as required by law.