UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 27, 2019
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CHURCHILL CAPITAL CORP
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38645 | 37-1902569 |
| (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)
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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)) |
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 x
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 7.01 Regulation FD Disclosure.
In connection with the proposed business combination (the “Business Combination”) among of Churchill Capital Corp (“Churchill”), Clarivate Analytics Plc (“Holdings”) and Camelot Holdings (Jersey) Limited (“Clarivate”), Churchill expects Holdings to file a registration statement on Form F-4 (the “Form F-4”) containing a prospectus/proxy statement (the “Proxy Statement”) relating to the Business Combination. Churchill also intends to file the Proxy Statement with the Securities and Exchange Commission following the filing of the Form F-4. The Form F-4 and the Proxy Statement will contain audited financial statements of Churchill as of and for the period from June 20, 2018 (inception) to December 31, 2018.
The information included under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Churchill Capital Corp | ||||
| Date: February 27, 2019 | By: | /s/ Peter M. Phelan | ||
| Name: | Peter M. Phelan | |||
| Title: | Chief Financial Officer | |||
