SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________________________
SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

CHURCHILL CAPITAL CORP III
(Name of Issuer)

 
CLASS A COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)

 
17144C203
(CUSIP Number)


February 19, 2020
(Date of Event Which Requires Filing of This Statement)


Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
 
☐ Rule 13d-1(b)
☒   Rule 13d-1(c)
☐ Rule 13d-1(d)


CUSIP No. 17144C203
13G
Page 2 of 6 Pages

1
NAME 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
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
8,000,000*
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
8,000,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,000,000*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
 
     
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  7.27%**
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 17144C203
13G
Page 3 of 6 Pages

1
NAME 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
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
8,000,000*
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
8,000,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,000,000*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.27%**
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 17144C203
13G
Page 4 of 6 Pages

Item 1 (a). Name of Issuer:

Churchill Capital Corp III

Item 1(b). Address of Issuer’s Principal Executive Offices:

640 Fifth Avenue, 12th Floor, New York, NY 10019

Item 2 (a). Name of Person Filing:

i)     MMCAP International Inc. SPC

ii)    MM Asset Management Inc.

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, KY1-1108, Cayman Island

ii)    161 Bay Street
TD Canada Trust Tower Ste 2240
       Toronto, ON M5J 2S1 Canada

Item 2 (c). Citizenship:

i)  Cayman Islands
ii) Ontario, Canada

Item 2 (d). Title of Class of Securities:

Class A common stock, par value $0.0001 ("Shares")

Item 2 (e). CUSIP Number:

17144C203

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).


☑
If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 

CUSIP No. 17144C203
13G
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: 8,000,000*
 

 (b)
Percent of class:  7.27%**


(c)
Number of shares as to which such person has:

(i)   Sole power to vote or to direct the vote:  0
 
(ii)  Shared power to vote or to direct the vote:  8,000,000*
 
(iii) Sole power to dispose or to direct the disposition of:  0
 
(iv) Shared power to dispose or to direct the disposition of:  8,000,000*

*Consists of 8,000,000 units of Class A common stock, par value $0.0001 (“Class A Common”), and warrants exercisable for 2,000,000 shares of Class A Common on the later of i) 30 days following completion of a business combination or ii) 12 months from IPO closing date

**The percentages used herein are calculated based on 110,000,000 outstanding shares of Class A Common of the Issuer as of February 19, 2020.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class.

If the 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 five percent of the class of securities, check the following [   ].


Item 6.
Ownership of More than Five 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.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A
 
CUSIP No. 17144C203
13G
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.




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.



 
February 25, 2020
 
(Date)
   
 
MMCAP International Inc. SPC
 
 
 
By: /s/ Matthew MacIsaac                      
Matthew MacIsaac, Director
   
   
 
February 25, 2020
 
(Date)
   
 
MM Asset Management Inc.
 
 
 
By: /s/  Hillel Meltz                                 
Hillel Meltz, President