SC 13G 1 CVII.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CHURCHILL CAPITAL CORP VII -------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------- (Title of Class of Securities) 17144M102 -------------------------------------------------------- (CUSIP Number) December 31, 2022 -------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1)Names of reporting persons. Jane Street Group, LLC (2) Check the appropriate box if a member of a group (a) [ ] (b) [ ] (3) SEC use only (4) Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with: (5) Sole voting power 0 (6) Shared voting power 10,984,160 (7) Sole dispositive power 0 (8) Shared dispositive power 10,984,160 (9) Aggregate amount beneficially owned by each reporting person 10,984,160 (10) Check if the aggregate amount in Row (9) excludes certain shares (11) Percent of class represented by amount in Row 9 8.0% (12) Type of reporting person HC ----------------------------------------------------------------------- (1)Names of reporting persons. Jane Street Capital, LLC (2) Check the appropriate box if a member of a group (a) [ ] (b) [ ] (3) SEC use only (4) Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with: (5) Sole voting power 0 (6) Shared voting power 7,734,177 (7) Sole dispositive power 0 (8) Shared dispositive power 7,734,177 (9) Aggregate amount beneficially owned by each reporting person 10,984,160 (10) Check if the aggregate amount in Row (9) excludes certain shares (11) Percent of class represented by amount in Row 9 8.0% (12) Type of reporting person BD ----------------------------------------------------------------------- (1)Names of reporting persons. Jane Street Global Trading, LLC (2) Check the appropriate box if a member of a group (a) [ ] (b) [ ] (3) SEC use only (4) Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with: (5) Sole voting power 0 (6) Shared voting power 3,249,983 (7) Sole dispositive power 0 (8) Shared dispositive power 3,249,983 (9) Aggregate amount beneficially owned by each reporting person 10,984,160 (10) Check if the aggregate amount in Row (9) excludes certain shares (11) Percent of class represented by amount in Row 9 8.0% (12) Type of reporting person OO ----------------------------------------------------------------------- Item 1. Item 1(a) Name of issuer: ----------------------------------------------------------------------- Churchill Capital Corp VII Item 1(b) Address of issuer's principal executive offices: ----------------------------------------------------------------------- 640 5th Avenue, 12th Floor, New York, NY 10019, US Item 2. 2(a) Name of person filing: ---------------------------------------------------------------------- Jane Street Group, LLC; Jane Street Capital, LLC; Jane Street Global Trading, LLC 2(b) Address or principal business office or, if none, residence: ----------------------------------------------------------------------- Jane Street Group, LLC 250 Vesey Street 6th Floor New York, NY 10281 Jane Street Capital, LLC 250 Vesey Street 6th Floor New York, NY 10281 Jane Street Global Trading, LLC 250 Vesey Street 6th Floor New York, NY 10281 2(c) Citizenship: -------------------------------------------------------------------- See Item 4 of Cover Page 2(d) Title of class of securities: ------------------------------------------------------------------- Common Stock 2(e) CUSIP No.: See Cover Page Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: [x] Broker or dealer registered under Section 15 of the Act; [ ] Bank as defined in Section 3(a)(6) of the Act; [ ] Insurance company as defined in Section 3(a)(19) of the Act; [ ] Investment company registered under Section 8 of the Investment Company Act of 1940; [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); [x] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Amount beneficially owned: 10,984,160 Percent of class 8.0% Number of shares as to which such person has: Sole power to vote or to direct the vote 0 Shared power to vote or to direct the vote 10,984,160 Sole power to dispose or to direct the disposition of 0 Shared power to dispose or to direct the disposition of 10,984,160 Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. Item 6. Ownership of More than 5 Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. See Exhibit A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2023 Jane Street Group, LLC Signature: Frank Liu ------------------------------------------- Name: Frank Liu Title: Managing Director The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). Exhibit A Subsidiary Jane Street Capital, LLC Jane Street Global Trading, LLC

SEC Form SC 13G filed by Churchill Capital Corp VII