Churchill Capital Corp VII
640 Fifth Avenue, 12th Floor
New York, NY 10019
February 10, 2021
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Todd Schiffman and Pam Long
Churchill Capital Corp VII
Registration Statement on
Form S-1 (File No. 333-252006)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”) relating to the registration of 115,000,000 units (including 15,000,000 units to cover over-allotments), each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant, of Churchill Capital Corp VII (the “Company”) be accelerated to February 11, 2021 at 12:00 PM ET or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Alexander D. Lynch of Weil, Gotshal & Manges LLP at (212) 310-8971.
*****
Very truly yours,
By: /s/ Jay Taragin
Name: Jay Taragin
Title: Chief Financial Officer
[Signature Page to Company Acceleration Request]
