FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Magnetar Financial LLC		 2. Date of Event Requiring Statement (MM/DD/YYYY)
5/16/2023 

 3. Issuer Name and Ticker or Trading Symbol

Churchill Capital Corp VII [CVII]
(Last)        (First)        (Middle)

1603 ORRINGTON AVENUE, 13TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

EVANSTON, IL 60201      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		2. Amount of Securities Beneficially Owned
(Instr. 4)		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 4370571 I See Footnotes (1)(2)(3)(4)
Class A Common Stock 668318 I See Footnotes (1)(2)(3)(5)
Class A Common Stock 1750348 I See Footnotes (1)(2)(3)(6)
Class A Common Stock 1516969 I See Footnotes (1)(2)(3)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company, Magnetar Lake Credit Fund LLC, a Delaware limited liability company, Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company (collectively, the "Magnetar Funds").
(2) Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.
(3) Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of the Issuer's Class A Common Stock.
(4) These securities are held directly by Magnetar Constellation Master Fund, Ltd.
(5) These securities are held directly by Magnetar Lake Credit Fund LLC.
(6) These securities are held directly by Magnetar Structured Credit Fund, LP.
(7) These securities are held directly by Magnetar Xing He Master Fund Ltd.

Remarks:
This Form 3 is being filed solely due to the redemption of 79,983,929 shares of the Issuer's Class A Common Stock by Issuer's stockholders on May 16, 2023, after which the Reporting Persons' aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Issuer's Class A Common Stock since being pushed over 10% due to the redemptions on May 16, 2023. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Limited Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 2, 2023).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Magnetar Financial LLC
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X

Magnetar Capital Partners LP
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X

Supernova Management LLC
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X

Snyderman David J.
1603 ORRINGTON AVENUE
13TH FLOOR
EVANSTON, IL 60201
X
Signatures
s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC5/26/2023
**Signature of Reporting PersonDate

/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP5/26/2023
**Signature of Reporting PersonDate

/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC5/26/2023
**Signature of Reporting PersonDate

/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman5/26/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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