Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:19PM
Edgar (US Regulatory)
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SEC FILE NUMBER
001-40051
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CUSIP NUMBER
17144M201
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
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¨
Form 10-K
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¨ Form 20-F
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¨ Form 11-K
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x Form 10-Q
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¨ Form 10-D
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¨ Form N-CEN
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¨ Form N-CSR
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For
Period Ended:
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March
31, 2021
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¨
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Transition Report on Form
10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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For
the Transition Period Ended:
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Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Churchill Capital
Corp VII
Full Name of Registrant
N/A
Former
Name if Applicable
640 Fifth Avenue,
12th Floor
Address of Principal Executive Office (Street
and Number)
New York, NY
10019
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable
detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or
Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period. (Attach extra Sheets if Needed)
Churchill Capital Corp VII (the “Company”) has determined
that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and
Exchange Commission together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and
reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC Warrant
Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common
across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a
warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period
reported in earnings.” The Company previously classified its public warrants and private placement warrants issued in
connection with the Company’s initial public offering (the “Warrants”) as equity instruments. As a result of the
SEC Warrant Accounting Statement, the Company’s management is reevaluating the accounting treatment of the Warrants.
Management is continuing to assess the appropriate accounting treatment, but currently anticipates that the Warrants will be
recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis with changes in fair
value recognized in the statement of operations in accordance with applicable accounting standards, rather than as components of
equity as previously classified.
The Company is reviewing the impacts of the SEC Warrant
Accounting Statement on the Company’s unaudited financial statements for the quarterly period ended March 31, 2021 and
the balance sheet dated February 17, 2021. As a result of the foregoing, as well as the time and dedication of resources needed to
prepare the Form 10-Q, the Company was unable to provide complete financial results for the quarterly period ended
March 31, 2021 and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and
expense. The Company is working diligently and currently expects to file its Form 10-Q within five calendar days, but
ultimately may not be able to do so.
PART IV
— OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to
this notification
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Jay
Taragin
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212
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632-3764
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s). Yes x No
¨
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof? Yes
¨ No x
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Company is a blank check company formed for the purposes of effecting
a business combination with one or more businesses. The registration statement on Form S-1 for the Company’s initial public
offering was declared effective on February 11, 2021. The Company was incorporated under the laws of Delaware on October 9,
2020, and, as a result there is no corresponding quarterly information for the period ended March 31, 2020.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s
actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control, and the Company’s
expectations with respect to the timing of the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2021. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results, including those under “Risk Factors” in the Registration Statement on Form S-1 filed with
the SEC on February 11, 2021 in connection with our initial public offering, and in subsequent reports filed with the SEC. Most
of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions or circumstances on which any such statement is based.
Churchill
Capital Corp VII
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(Name of Registrant as Specified in Charter)
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has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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May 17,
2021
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By:
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/s/ Jay Taragin
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Name:
Jay Taragin
Title: Chief Financial Officer
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INSTRUCTION: The form may be
signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with
the form.
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