Current Report Filing (8-k)
November 06 2020 - 4:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 2, 2020
CHURCHILL
CAPITAL CORP II
(Exact name of registrant as specified in its charter)
Delaware
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001-38960
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83-4388331
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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640
Fifth Avenue, 12th Floor
New
York, NY
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10019
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
380-7500
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
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CCX.U
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New York Stock Exchange
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Shares of Class A common stock
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CCX
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New York Stock Exchange
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Warrants
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CCX WS
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
November 2, 2020, Churchill Capital Corp II (the “Company”) issued an unsecured promissory note (the
“Note”) in the principal amount of up to $1,500,000 to Churchill Sponsor II LLC (the “Sponsor”). The Note
bears no interest and is repayable in full upon consummation of the Company’s initial business combination. The Sponsor
has the option to convert any unpaid balance of the Note into warrants to purchase one share of Class A common stock, $0.0001
par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so
converted divided by $1.00. The terms of any such Working Capital Units will be identical to the terms of the warrants issued
by the Company to the Sponsor in a private placement of the Company’s initial public offering.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended.
The
Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set
forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Churchill
Capital Corp II
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Date: November 6, 2020
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By:
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/s/
Peter Seibold
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Name:
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Peter Seibold
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Title:
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Chief Financial Officer
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Churchill Capital Corp II (NYSE:CCX)
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