CORRESP 1 filename1.htm

 

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

 

February 10, 2021

 

VIA EDGAR

 

Todd Schiffman and Pam Long

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:Churchill Capital Corp VII

Registration Statement on Form S-1

Filed January 11, 2020, as amended

File No. 333-252006

Dear Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters, hereby joins in the request of Churchill Capital Corp VII that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 12:00 p.m. Eastern time on Thursday, February 11, 2021, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 3,150 copies of the Preliminary Prospectus dated February 8, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

* * *

 

[Signature Page Follows]

 

 

 

 

 

  Very truly yours,
   
  Citigroup Global Markets Inc.
   
  By:  /s/ John Eydenberg
   

Name: John Eydenberg

Title: Vice Chairman, Banking, Capital Markets, and Advisory

     
  As Representative of the several underwriters

  

 

 

 

[Signature Page to Underwriter’s Acceleration Request Letter]