CHURCHILL CAPITAL CORP II
|
(Name of Issuer)
|
CLASS A COMMON STOCK, $0.0001 par value
|
Title of Class of Securities)
|
17143G106
|
(CUSIP Number)
|
July 1, 2019
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 17143G106
|
|
Page 2 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
|
|
|
||
MMCAP International Inc. SPC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☑
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.25%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON*
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 17143G106
|
|
Page 3 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
|
|
|
||
MM Asset Management Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☑
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,000
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.25%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON*
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 17143G106
|
|
Page 4 of 6 Pages
|
Item 1(a).
|
Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
i)
|
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue
Camana Bay, P.O. Box 1348
Grand Cayman, Cayman Islands KY1-1008
|
ii)
|
161 Bay Street
TD Canada Trust Tower, Suite 2240
Toronto, Ontario, Canada M5J 2S1
|
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
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: |
(a) | ☐ Broker or dealer registered under Section 15 of the Act; |
(b) | ☐ Bank as defined in Section 3(a)(6) of the Act; |
(c) | ☐ Insurance Company as defined in Section 3(a)(19) of the Act; |
(d) | ☐ Investment Company registered under Section 8 of the Investment Company Act; |
(e) | ☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ☐ Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | ☐ 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; |
(j) | ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(j). |
CUSIP No. 17143G106
|
|
Page 5 of 6 Pages
|
Item 4. |
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
|
(a) | Amount beneficially owned: 5,000,000* |
(b) | Percent of class: 7.25%** |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(ii) | Shared power to vote or to direct the vote: 5,000,000* |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 5,000,000* |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
CUSIP No. 17143G106
|
|
Page 6 of 6 Pages
|
Item 10.
|
Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
|
January 31, 2020 |
||
(Date) | ||
MMCAP International Inc. SPC
|
||
By:
|
/s/ Matthew MacIsaac
|
|
Matthew MacIsaac, Director
|
||
January 31, 2020 |
||
(Date) | ||
MM Asset Management Inc.
|
||
By:
|
/s/ Hillel Meltz
|
|
Hillel Meltz, President
|
||