As filed with the Securities and Exchange Commission on June 26, 2019

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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CHURCHILL CAPITAL CORP II

(Exact Name of Registrant as specified in its charter)

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Delaware

(State or other Jurisdiction

of Incorporation)

83-4388331

(I.R.S. Employer

Identification No.)

   

640 Fifth Avenue, 12th Floor

New York, NY

(Address of principal executive office)

10019

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Units, each consisting of one share of Class A common stock and third a Warrant

New York Stock Exchange

   
Class A common stock, par value $0.0001 per share New York Stock Exchange
   
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share New York Stock Exchange

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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file number to which this form relates (if applicable): 333-232057

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

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Item 1.Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of Churchill Capital Corp II (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-232057), originally filed with the Securities and Exchange Commission on June 10, 2019, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2.Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference.

 

Exhibit

Number

 Description
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
3.2 Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
3.3 Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
10.3 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
10.4 Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)

 

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  CHURCHILL CAPITAL CORP II
   
  By: /s/ Peter Seibold
  Name: Peter Seibold
  Title: Chief Financial Officer

 

Date: June 26, 2019

 

 

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EXHIBIT INDEX

 

Exhibit

Number

 Description
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
3.2 Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
3.3 Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
10.3 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)
10.4 Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-232057), filed with the Securities and Exchange Commission on June 10, 2019)