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): April 2, 2020
_________________
CHURCHILL CAPITAL CORP III
(Exact name of registrant as specified in its charter)
_________________
Delaware
001-39228
83-3536151
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

640 Fifth Avenue, 12th Floor
New York, NY
10019
(Address of principal executive offices)
(Zip Code)

(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:
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
         
Units, each consisting of one share of  
Class A common stock,
$0.0001 par value, and one-fourth of one warrant
 
CCXX.U
 
 
New York Stock Exchange
         
Shares of Class A common stock
 
CCXX
 
New York Stock Exchange
         
Warrants
 
CCXX WS
 
New York Stock Exchange
         
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  ☒
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 8.01
Other Events.
On April 2, 2020, Churchill Capital Corp III (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants comprising the units commencing on April 3, 2020. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “CCXX.U,” and each of the Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “CCXX” and “CCXX WS,” respectively.
Item 9.01
Financial Statements and Exhibits.
(d)          Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No.
 
Description of Exhibits
99.1
 
 
 

 
SIGNATURE
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.
 
Churchill Capital Corp III
 
     
     
Date: April 2, 2020
By:
/s/ Jay Taragin
 
   
Name:
Jay Taragin
 
   
Title:
Chief Financial Officer
 



EXHIBIT 99.1

Churchill Capital Corp III Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 3, 2020
NEW YORK, April 2, 2020 /PRNewswire/ -- Churchill Capital Corp III (the “Company” or “Churchill”) announced that commencing April 3, 2020, holders of the units sold in the Company’s initial public offering of 110,000,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “CCXX” and “CCXX WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “CCXX.U”. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Churchill Capital Corp III
Churchill Capital Corp III was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of Churchill Capital Corp III may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SOURCE Churchill Capital Corp III