Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

On November 2, 2020, Churchill Capital Corp II (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of up to $1,500,000 to Churchill Sponsor II LLC (the "Sponsor"). The Note bears no interest and is repayable in full upon consummation of the Company's initial business combination. The Sponsor has the option to convert any unpaid balance of the Note into warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Company (the "Working Capital Warrants") equal to the principal amount of the Note so converted divided by $1.00. The terms of any such Working Capital Units will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement of the Company's initial public offering.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
  10.1          Promissory Note, dated November 2, 2020




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