United States securities and exchange commission logo





                             February 4, 2021

       Jay Taragin
       Chief Financial Officer
       Churchill Capital Corp VII
       c/o Churchill Capital Corp VII
       640 Fifth Avenue, 12 th Floor
       New York, NY 10019

                                                        Re: Churchill Capital
Corp VII
                                                            Form S-1 filed
January 11, 2021
                                                            File No. 333-252006

       Dear Mr. Taragin:

                                                        We have reviewed your
registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to our comment, we may have additional comments.

       Form S-1 filed January 11, 2021

       Summary, page 1

   1.                                                   We note that you can
access funds in the trust, up to $1,000,000 annually, to pay taxes and
                                                        working capital
expenses as "permitted withdrawals." Please clarify, in your definition of
                                                        "permitted withdrawals"
that notwithstanding the annual limitation, such withdrawals can
                                                        only be made from
interest and not from the principal held in the trust.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.

              Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
       time for us to review any amendment prior to the requested effective
date of the registration
       statement.
 Jay Taragin
Churchill Capital Corp VII
February 4, 2021
Page 2

        You may contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any
other
questions.



FirstName LastNameJay Taragin                             Sincerely,
Comapany NameChurchill Capital Corp VII
                                                          Division of
Corporation Finance
February 4, 2021 Page 2                                   Office of Real Estate
& Construction
FirstName LastName