As
filed with the Securities and Exchange Commission on September 5, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
CHURCHILL
CAPITAL CORP
(Exact Name of Registrant as specified
in its charter)
Delaware |
|
37-1902569 |
(State
or other Jurisdiction
of Incorporation) |
|
(I.R.S. Employer
Identification
No.) |
|
|
|
640
Fifth Avenue, 12th Floor
New York,
NY |
|
10019 |
(Address
of principal executive office) |
|
(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 half 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 |
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): 333-226928
Securities to be registered pursuant to Section 12(g) of the
Act: None.
| 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 (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. 333-226928), originally filed with the Securities and Exchange Commission on August 20, 2018, 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.
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
3.3 |
|
Bylaws (incorporated by reference to Exhibit
3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-226928), filed with the Securities
and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the
Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20,
2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange
Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20, 2018)
|
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 |
|
|
|
By: |
/s/
Peter M. Phelan |
|
Name: |
Peter M. Phelan |
|
Title: |
Chief Financial Officer |
Date: September 5, 2018
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
3.3 |
|
Bylaws (incorporated by reference to Exhibit
3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-226928), filed with the Securities
and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the
Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed
with the Securities and Exchange Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20,
2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange
Commission on August 20, 2018) |
|
|
|
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. 333-226928), filed with the Securities and Exchange Commission on August 20, 2018)
|