Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document and Entity Information | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Churchill Capital Corp II |
Entity Central Index Key | 0001774675 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 3,873,865 | $ 2,238,275 |
Prepaid Income Taxes | 27,140 | |
Prepaid expenses | 94,299 | 275,525 |
Total Current Assets | 3,968,164 | 2,540,940 |
Cash and marketable securities held in Trust Account | 696,957,196 | 695,295,418 |
TOTAL ASSETS | 700,925,360 | 697,836,358 |
Current liabilities | ||
Current Liabilities Accounts payable and accrued expenses | 635,483 | 257,466 |
Income tax payable | 95,302 | |
Convertible promissory note - related party | 1,500,000 | |
Total Current Liabilities | 2,230,785 | 257,466 |
Deferred income tax payable | 976 | 9,657 |
Deferred underwriting fee payable | 21,371,000 | 21,371,000 |
Total Liabilities | 23,602,761 | 21,638,123 |
Commitments and Contingencies | ||
Class A Common stock subject to possible redemption, 66,580,981 and 66,618,338 shares at redemption value as of December 31, 2020 and 2019, respectively | 672,322,591 | 671,198,229 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 389,119 | 305,001 |
Retained earnings | 4,599,922 | 4,693,042 |
Total Stockholders' Equity | 5,000,008 | 5,000,006 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 700,925,360 | 697,836,358 |
Class A Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock value | 242 | 238 |
Total Stockholders' Equity | 242 | 238 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock value | 1,725 | 1,725 |
Total Stockholders' Equity | $ 1,725 | $ 1,725 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Shares Outstanding | 66,580,981 | 66,618,338 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 2,419,019 | 2,380,049 |
Common Stock, Shares, Outstanding | 2,419,019 | 2,380,049 |
Common Stock, Redemption Shares | 66,580,981 | 66,619,951 |
Class B Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 |
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Formation and operating costs | $ 744,859 | $ 2,906,903 |
Reimbursement of transaction expenses | (2,000,000) | |
Loss from operations | (744,859) | (906,903) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 6,639,430 | 2,516,752 |
Unrealized gain on marketable securities held in Trust Account | 45,988 | 1,276 |
Other Income | 6,685,418 | 2,518,028 |
Income before income taxes | 5,940,559 | 1,611,125 |
Provision for income taxes | (1,247,517) | (486,761) |
Net Income | $ 4,693,042 | $ 1,124,364 |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 18,180,430 | 19,657,411 |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.01) | $ (0.02) |
Class A Common Stock [Member] | ||
Other income: | ||
Net Income | $ 0 | $ 0 |
Basie and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 66,661,839 | 66,592,589 |
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ 0.07 | $ 0.02 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Common Stock Subject to Possible Redemption | Additional Paid in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Apr. 10, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in shares) at Apr. 10, 2019 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | $ 0 | $ 1,725 | 23,275 | 0 | 25,000 | |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 17,250,000 | ||||
Sale of 69,000,000 Units, net of underwriting discount and offering expenses | $ 6,900 | $ 0 | 655,673,293 | 0 | 655,680,193 | |
Sale of 69,000,000 Units, net of underwriting discount and offering expenses (in shares) | 69,000,000 | 0 | ||||
Change in value of Class A common stock subject to possible redemption | $ (6,662) | $ 0 | (671,191,567) | 0 | (671,198,229) | |
Change in value of common stock subject to possible redemption (in shares) | (66,619,951) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | 4,693,042 | 4,693,042 | |
Balance at Dec. 31, 2019 | $ 238 | $ 1,725 | 305,001 | 4,693,042 | 5,000,006 | |
Balance (in shares) at Dec. 31, 2019 | 2,380,049 | 17,250,000 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 38,970 | |||||
Change in value of Class A common stock subject to possible redemption | $ 4 | $ 0 | 93,118 | (1,217,484) | (1,124,362) | |
Net income | 0 | 0 | 0 | 1,124,364 | 1,124,364 | |
Balance at Dec. 31, 2020 | $ 242 | $ 1,725 | $ 398,119 | $ 4,599,922 | $ 5,000,008 | |
Balance (in shares) at Dec. 31, 2020 | 2,419,019 | 17,250,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) | 9 Months Ended |
Dec. 31, 2019shares | |
IPO [Member] | |
Partners' Capital Account, Units, Sale of Units | 69,000,000 |
Private Placement [Member] | |
Partners' Capital Account, Units, Sale of Units | 15,800,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income allocable to Class A common stock subject to possible redemption | $ 1,124,364 | $ 4,693,042 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,516,752) | (6,639,430) |
Unrealized gain on marketable securities held in Trust Account | (1,276) | (45,988) |
Deferred income tax (benefit) provision | (8,681) | 9,657 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 181,226 | (275,525) |
Prepaid income taxes | (27,140) | (27,140) |
Accounts payable and accrued expenses | 378,017 | 257,466 |
Income taxes payable | 95,302 | |
Net cash used in operating activities | (720,660) | (2,027,918) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (690,000,000) | |
Cash withdrawn from Trust Account for working capital | 250,000 | 125,000 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 606,250 | 1,265,000 |
Net cash provided by (used in) investing activities | 856,250 | (688,610,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 677,788,000 | |
Proceeds from sale of Private Placement Warrants | 15,800,000 | |
Proceeds from promissory note - related party | 1,500,000 | 200,000 |
Repayment of promissory note - related party | (200,000) | |
Payment of offering costs | (736,807) | |
Net cash provided by financing activities | 1,500,000 | 692,876,193 |
Net Change in Cash | 1,635,590 | 2,238,275 |
Cash - Beginning | 2,238,275 | 0 |
Cash - Ending | 3,873,865 | 2,238,275 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 373,000 | 1,265,000 |
Non-Cash investing and financing activities: | ||
Initial classification of Class A common stock subject to redemption | 666,500,190 | |
Change in value of Class A common stock subject to possible redemption | 1,124,362 | 4,698,039 |
Deferred underwriting fee payable | $ 21,371,000 | |
Class B Common Stock [Member] | ||
Cash Flows from Operating Activities: | ||
Net income allocable to Class A common stock subject to possible redemption | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp II (the “Company”) was incorporated in Delaware on April 11, 2019. 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target for a Business Combination and activities in connection with the potential acquisition of Software Luxembourg Holding S.A., a public limited liability company (société anonyme) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Skillsoft”) (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 26, 2019. On July 1, 2019, the Company consummated the Initial Public Offering of 69,000,000 units (the“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 4. Transaction costs amounted to $34,319,807 consisting of $12,212,000 of underwriting discount, $21,371,000 of deferred underwriting discount and $736,807 of other offering costs. Following the closing of the Initial Public Offering on July 1, 2019, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $250,000 and to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest, net of amounts withdrawn for working capital requirements, subject to an annual limit of $250,000 and to pay its taxes (“permitted withdrawals”)). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by July 1, 2021 (or October 1, 2021 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 1, 2021) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Shares due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of mutual funds. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through December 31, 2020, the Company withdrew an aggregate of $2,246,250 of interest earned on the Trust Account to pay its income taxes and for permitted withdrawals, of which $856,250 was withdrawn during the year ended December 31, 2020. Class A common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL") and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 38,800,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on the non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from April 11, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest income $ 2,428,414 $ 6,410,370 Unrealized gain on investments held in Trust Account 1,231 44,401 Less: Company’s portion available to be withdrawn to pay taxes (663,124) (1,344,722) Less: Company’s portion available to be withdrawn for working capital purposes (241,225) (241,375) Net income allocable to Class A common stock subject to possible redemption $ 1,525,296 $ 4,868,674 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 66,592,589 66,631,839 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.02 $ 0.07 Non-Redeemable Common Stock Numerator: Net loss minus net earnings Net income $ 1,124,364 $ 4,693,042 Less: Income attributable to Class A common stock subject to possible redemption (1,525,296) (4,868,674) Non-redeemable net loss $ (400,932) $ (175,632) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 19,657,411 18,180,430 Basic and diluted net loss per common share, Non-redeemable common stock $ (0.02) $ (0.01) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriter of its option to purchase an additional 9,000,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 15,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On June 7, 2019, the Company effected a stock dividend at one-third of one share of Class B common stock for each outstanding share of Class B common stock, resulting in an aggregate of 11,500,000 Founder Shares outstanding. On June 26, 2019, the Company effected a further stock dividend of one-half of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate of 17,250,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 2,250,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 2,250,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released form the lock-up. Promissory Note — Related Party On April 29, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The Promissory Note was drawn in the amount of $200,000 and was repaid in full upon the consummation of the Initial Public Offering on July 1, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On November 2, 2020, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the Convertible Promissory Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the outstanding balance under the Convertible Promissory Note amounted to an aggregate of $1,500,000. Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 26, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services. For the year ended December 31, 2020 and for the period from April 11, 2019 through December 31, 2019, the Company incurred and paid $240,000 and $123,333 of such fees, respectively. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 26, 2019, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $21,371,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. On July 1, 2019, the underwriters agreed to waive the upfront and deferred underwriting discount on 7,940,000 units, resulting in a reduction of the upfront and deferred underwriting discount of $1,588,000 and $2,779,000, respectively. Skillsoft Merger Agreement On October 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Skillsoft Merger Agreement”) by and between the Company and Skillsoft. Pursuant to the terms of the Skillsoft Merger Agreement, a business combination between the Company and Skillsoft will be effected through the merger of Skillsoft with and into the Company, with the Company surviving as the surviving company (the “Skillsoft Merger”). At the effective time of the Skillsoft Merger (the “Effective Time”), (a) each Class A share of Skillsoft, with nominal value of $0.01 per share (“Skillsoft Class A Shares”), outstanding immediately prior to the Effective Time, will be automatically canceled and the Company will issue as consideration therefor (i) such number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Churchill Class A Common Stock”) equal to the Class A First Lien Exchange Ratio (as defined in the Skillsoft Merger Agreement), and (ii) the Company’s Class C common stock, par value $0.0001 per share (the “Churchill Class C Common Stock”), equal to the Class C Exchange Ratio (as defined in the Skillsoft Merger Agreement), and (b) each Class B share of Skillsoft, with nominal value of $0.01 per share (“Skillsoft Class B Shares”), will be automatically canceled and the Company will issue as consideration therefor such number of shares of the Company’s Class A common stock equal to the Per Class B Share Merger Consideration (as defined in the Skillsoft Merger Agreement). Pursuant to the terms of the Skillsoft Merger Agreement, the Company is required to use commercially reasonable efforts to cause the Company Class A Common Stock to be issued in connection with the transactions contemplated by the Skillsoft Merger Agreement (the “Skillsoft Transactions”) to be listed on the New York Stock Exchange (“NYSE”) prior to the closing of the Skillsoft Merger (the “Skillsoft Closing”). Immediately following the Effective Time, the Company will redeem all of the shares of Class C Common Stock issued to the holders of Skillsoft Class A Shares for an aggregate redemption price of (i) $505,000,000 in cash and (ii) indebtedness under the Existing Second Out Credit Agreement (as defined in the Skillsoft Merger Agreement), as amended by the Existing Second Out Credit Agreement Amendment (as defined in the Skillsoft Merger Agreement), in the aggregate principal amount equal to the sum of $20,000,000 to be issued by the Surviving Corporation (as defined in the Skillsoft Merger Agreement) or one of its subsidiaries, in each case, pro rata among the holders of Churchill Class C Common Stock issued in connection with the Skillsoft Merger. The consummation of the proposed Skillsoft Transactions is subject to the receipt of the requisite approval of (i) the stockholders of Churchill (the “Churchill Stockholder Approval”) and (ii) the shareholders of Skillsoft (the “Skillsoft Shareholder Approval”) and the fulfillment of certain other conditions. Global Knowledge Merger Agreement Concurrently with its entry into the Skillsoft Merger Agreement, the Company also entered into an Agreement and Plan of Merger (the “Global Knowledge Merger Agreement”) by and among the Company, Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Albert DE Holdings Inc., a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C. Pursuant to the Global Knowledge Merger Agreement, Merger Sub will merge with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned subsidiary of the Company (the “Global Knowledge Merger”). At the effective time (the “Global Knowledge Effective Time”) of the Global Knowledge Merger, as consideration for the Global Knowledge Merger, 100% of the issued and outstanding equity interests of Global Knowledge will be converted, in the aggregate, into the right to receive warrants, each of which shall entitle the holders thereof to purchase one share of the Company’s Class A Stock at an exercise price of $11.50 per share. The aggregate number of warrants to be received by the equity holders of Global Knowledge as consideration in the Global Knowledge Merger will be 5,000,000. The warrants to be issued to the equity holders of Global Knowledge will be non-redeemable and otherwise substantially similar to the private placement warrants issued to the Churchill Sponsor in connection with Churchill’s initial public offering. The consummation of the proposed Global Knowledge Merger (the “Global Knowledge Closing”) is subject to the consummation of the Skillsoft Merger, among other conditions contained in the Global Knowledge Merger Agreement. Restructuring Support Agreement On October 12, 2020, Global Knowledge entered into a Restructuring Support Agreement (the “Global Knowledge RSA”) with (i) 100% of its lenders under that certain Amended and Restated First Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from time to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse, acting in its capacity as administrative agent and collateral agent (the “First Lien Credit Agreement,” and the lenders thereto, the “First Lien Lenders”); and (ii) 100% of its lenders under that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from time to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust, acting in its capacity as administrative agent and collateral agent (the “Second Lien Credit Agreement,” and there lenders thereto, the “Second Lien Lenders,” together with the First Lien Lenders, the “Secured Lenders”). The Global Knowledge RSA contemplates an out-of-court restructuring (the “Restructuring”) that provides meaningful recoveries, funded by Churchill, to all Secured Lenders. Churchill is a third-party beneficiary of the Global Knowledge RSA with respect to enforcement of certain specific provisions and its explicit rights under the Global Knowledge RSA and not a direct party. Subscription Agreements Prosus Subscription Agreement On November 10, 2020, MIH Edtech Investments B.V. (formerly known as MIH Ventures B.V .) ("MIH Edtech Investments”) exercised its option to subscribe for an additional 40,000,000 newly-issued shares of Churchill Class A Common Stock, subject to certain adjustments, at a purchase price of $10.00 per share (the “Prosus Second Step Investment”), with the Company and the Sponsor (the “Prosus Subscription Agreement”). On February 16, 2021 MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus Subscription Agreement to MIH Learning B.V. ("Prosus") and Prosus accepted such assignments. Together with its initial subscription for 10,000,000 newly-issued shares of Churchill Class A Common Stock, at a purchase price of $10.00 per share (the “Prosus First Step Investment”), Prosus’s total investment in Churchill is expected to be 50,000,000 shares of Churchill Class A Common Stock for an aggregate purchase price of $500.0 million (the “Prosus PIPE Investment”). SuRo Subscription Agreement On October 14, 2020, in connection with the execution of the Skillsoft Merger Agreement, Churchill entered into a subscription agreement with SuRo Capital Corp. (“SuRo”) pursuant to which SuRo subscribed for 1,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share, to be issued at the closing of the Merger (the “SuRo Subscription Agreement”). The obligations to consummate the transactions contemplated by the SuRo Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the Skillsoft Merger. Lodbrok Subscription Agreement On October 13, 2020, in connection with the execution of the Global Knowledge Merger Agreement, Churchill entered into a subscription agreement with Lodbrok Capital LLP (“Lodbrok”) pursuant to which Lodbrok subscribed for 2,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share, to be issued at the closing of the Global Knowledge Merger (the “Lodbrok Subscription Agreement”). The obligations to consummate the transactions contemplated by the Lodbrok Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the Global Knowledge Merger. Service Provider Agreement From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. The Company and Tyton Partners entered into an agreement, whereby Tyton Partners served as an advisor to the Company and will be entitled to receive a success fee of $150,000 at the close of the Business Combination. For the year ended December 31, 2020, the Company incurred $222,742 of consulting fees. As of December 31, 2020, $9,975 remained unpaid and are reflected in accounts payable and accrued expense in the accompanying balance sheets. Legal Proceedings In connection with the initial business combination, certain shareholders have filed lawsuits and other shareholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Securities Exchange Act of 1934. The Company intends to defend the matters vigorously. These cases are in the early stages and the Company is unable to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. Common Stock Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 2,419,019 and 2,380,049 shares of Class A common stock issued or outstanding, excluding 66,580,981 and 66,619,951 shares of Class A common stock subject to possible redemption, respectively. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 17,250,000 shares of Class B common stock issued and outstanding. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to be issued, to any seller in a Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption; · if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the notice of redemption to the warrant holders; and · if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
INCOME TAX | NOTE 8. INCOME TAX The following is a summary of the Company's net deferred tax asset (liability): December 31, December 31, 2020 2019 Deferred tax asset (liability) Startup and organizational expenses $ 148,348 $ — Unrealized gain on marketable securities (976) (9,657) Total deferred tax asset (liability) 147,372 (9,657) Valuation Allowance (148,348) — Deferred tax asset (liability), net of allowance $ (976) $ (9,657) The income tax provision consists of the following: December 31, December 31, 2020 2019 Federal Current expense $ 495,442 $ 1,237,860 Deferred (benefit) expense (157,029) 9,657 State and Local Current — — Deferred — — Change in valuation allowance 148,348 — Income tax provision $ 486,761 $ 1,247,517 As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2020 through December 31, 2020, the change in the valuation allowance was $148,348. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit % % Valuation allowance 9.2 % % Income tax provision 30.2 % 21.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2020 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 696,957,196 $ 695,295,418 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 22, 2021, the Company entered into an amendment (the “Merger Agreement Amendment”), to which amends and restates in its entirety the definition of “Applicable Majority” in the Skillsoft Merger Agreement. The definition of “Applicable Majority” is used in the Skillsoft Merger Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of mutual funds. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through December 31, 2020, the Company withdrew an aggregate of $2,246,250 of interest earned on the Trust Account to pay its income taxes and for permitted withdrawals, of which $856,250 was withdrawn during the year ended December 31, 2020. |
Common Stock Subject to Possible Redemption | Class A common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL") and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 38,800,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on the non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from April 11, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest income $ 2,428,414 $ 6,410,370 Unrealized gain on investments held in Trust Account 1,231 44,401 Less: Company’s portion available to be withdrawn to pay taxes (663,124) (1,344,722) Less: Company’s portion available to be withdrawn for working capital purposes (241,225) (241,375) Net income allocable to Class A common stock subject to possible redemption $ 1,525,296 $ 4,868,674 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 66,592,589 66,631,839 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.02 $ 0.07 Non-Redeemable Common Stock Numerator: Net loss minus net earnings Net income $ 1,124,364 $ 4,693,042 Less: Income attributable to Class A common stock subject to possible redemption (1,525,296) (4,868,674) Non-redeemable net loss $ (400,932) $ (175,632) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 19,657,411 18,180,430 Basic and diluted net loss per common share, Non-redeemable common stock $ (0.02) $ (0.01) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted loss per common share | For the Period from April 11, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest income $ 2,428,414 $ 6,410,370 Unrealized gain on investments held in Trust Account 1,231 44,401 Less: Company’s portion available to be withdrawn to pay taxes (663,124) (1,344,722) Less: Company’s portion available to be withdrawn for working capital purposes (241,225) (241,375) Net income allocable to Class A common stock subject to possible redemption $ 1,525,296 $ 4,868,674 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 66,592,589 66,631,839 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.02 $ 0.07 Non-Redeemable Common Stock Numerator: Net loss minus net earnings Net income $ 1,124,364 $ 4,693,042 Less: Income attributable to Class A common stock subject to possible redemption (1,525,296) (4,868,674) Non-redeemable net loss $ (400,932) $ (175,632) Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 19,657,411 18,180,430 Basic and diluted net loss per common share, Non-redeemable common stock $ (0.02) $ (0.01) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of company's net deferred tax liability | The following is a summary of the Company's net deferred tax asset (liability): December 31, December 31, 2020 2019 Deferred tax asset (liability) Startup and organizational expenses $ 148,348 $ — Unrealized gain on marketable securities (976) (9,657) Total deferred tax asset (liability) 147,372 (9,657) Valuation Allowance (148,348) — Deferred tax asset (liability), net of allowance $ (976) $ (9,657) |
Schedule of income tax provision | The income tax provision consists of the following: December 31, December 31, 2020 2019 Federal Current expense $ 495,442 $ 1,237,860 Deferred (benefit) expense (157,029) 9,657 State and Local Current — — Deferred — — Change in valuation allowance 148,348 — Income tax provision $ 486,761 $ 1,247,517 |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit % % Valuation allowance 9.2 % % Income tax provision 30.2 % 21.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2020 2019 Assets: Cash and marketable securities held in Trust Account 1 $ 696,957,196 $ 695,295,418 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Jul. 01, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Shares Issued, Price Per Share | $ 10 | |||||
Proceeds from Issuance Initial Public Offering | $ 677,788,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
Proceeds from Issuance of Warrants | $ 15,800,000 | 15,800,000 | ||||
Transaction Cost Related To Issuance Of Common Stock | $ 34,319,807 | |||||
Underwriting Fees | 12,212,000 | |||||
Deferred Underwriting Discount Payable Non current | 21,371,000 | |||||
Other Costs Related To Issuance Of Common Stock | 736,807 | |||||
Cash | 2,238,275 | $ 2,238,275 | $ 3,873,865 | $ 0 | ||
Working Capital Requirement Fund Annual Limit | $ 250,000 | |||||
Temporary Equity, Redemption Price Per Share | $ 10 | |||||
Maximum Percentage Of Shares Eligible From Redemption | 15.00% | |||||
Dissolution Expenses Payable | $ 100,000 | |||||
IPO [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 69,000,000 | |||||
Shares Issued, Price Per Share | $ 10 | |||||
Proceeds from Issuance Initial Public Offering | $ 690,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 9,000,000 | |||||
Shares Issued, Price Per Share | $ 10 | |||||
Private Placement [Member] | ||||||
Number Of Warrants Issued | 15,800,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 15,800,000 | |||||
Additional Paid in Capital [Member] | ||||||
Proceeds from Issuance of Warrants | 15,800,000 | |||||
Retained Earnings [Member] | ||||||
Proceeds from Issuance of Warrants | $ 0 | |||||
Churchill Sponsor LLC [Member] | ||||||
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage | 80.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 5,000,001 | |||||
Class B Common Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 17,250,000 | ||||
Proceeds from Issuance of Warrants | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per common share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |||
Interest income | $ 2,516,752 | $ 6,639,430 | |
Unrealized gain (loss) on marketable securities held in Trust Account | $ 45,988 | 1,276 | 45,988 |
Net income allocable to Class A common stock subject to possible redemption | $ 4,693,042 | $ 1,124,364 | 4,693,042 |
Denominator: Weighted average Class A common stock subject to possible redemption | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 18,180,430 | 19,657,411 | |
Numerator: Net loss minus net earnings | |||
Net income | $ 4,693,042 | $ 1,124,364 | $ 4,693,042 |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 18,180,430 | 19,657,411 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.01) | $ (0.02) | |
Class A Common Stock Subject to Possible Redemption [Member] | |||
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |||
Interest income | $ 6,410,370 | $ 2,428,414 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 44,401 | 1,231 | |
Less: Company's portion available to be withdrawn to pay taxes | (1,344,722) | (663,124) | |
Less: Company's portion available to be withdrawn for working capital purposes | (241,375) | (241,225) | |
Net income allocable to Class A common stock subject to possible redemption | $ 4,868,674 | $ 1,525,296 | |
Denominator: Weighted average Class A common stock subject to possible redemption | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 66,631,839 | 66,592,589 | |
Basic and diluted net income per share, Class A common stock subject to possible redemption | $ 0.07 | $ 0.02 | |
Numerator: Net loss minus net earnings | |||
Net income | $ 4,868,674 | $ 1,525,296 | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 66,631,839 | 66,592,589 | |
Non-Redeemable Common Stock [Member] | |||
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |||
Net income allocable to Class A common stock subject to possible redemption | $ 4,693,042 | $ 1,124,364 | |
Denominator: Weighted average Class A common stock subject to possible redemption | |||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 18,180,430 | 19,657,411 | |
Numerator: Net loss minus net earnings | |||
Net income | $ 4,693,042 | $ 1,124,364 | |
Less: Income attributable to Class A common stock subject to possible redemption | (4,868,674) | (1,525,296) | |
Non-redeemable net loss | $ (175,632) | $ (400,932) | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 18,180,430 | 19,657,411 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.01) | $ (0.02) | |
Class B Common Stock [Member] | |||
Numerator: Earnings allocable to Class A common stock subject to possible redemption | |||
Net income allocable to Class A common stock subject to possible redemption | $ 0 | $ 0 | |
Numerator: Net loss minus net earnings | |||
Net income | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Withdrawn From Trust Account | $ 856,250 | |
Unrecognized Tax Benefits | 0 | $ 0 |
Accrued Interest and Penalty | 0 | $ 0 |
Cash, FDIC Insured Amount | $ 250,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Effective Income Tax Rate Reconciliation, Percent | 30.20% | 21.00% |
US Treasury Bill Securities [Member] | ||
Cash Withdrawn From Trust Account | $ 2,246,250 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 38,800,000 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Nov. 10, 2020 | Jul. 01, 2019 | Dec. 31, 2019 |
Shares Issued, Price Per Share | $ 10 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
IPO [Member] | |||
Stock Issued During Period, Shares, New Issues | 69,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Over-Allotment Option [Member] | |||
Stock Issued During Period, Shares, New Issues | 9,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Private Placement [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Class A Common Stock [Member] | |||
Stock Issued During Period, Shares, New Issues | 0 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Stock Issued During Period, Shares, New Issues | 10,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jul. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
Proceeds from Issuance of Warrants | $ 15,800,000 | $ 15,800,000 | |
Private Placement [Member] | |||
Number Of Warrants Issued | 15,800,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Proceeds from Issuance of Warrants | $ 15,800,000 | ||
Retained Earnings [Member] | |||
Proceeds from Issuance of Warrants | 0 | ||
Additional Paid in Capital [Member] | |||
Proceeds from Issuance of Warrants | 15,800,000 | ||
Class A Common Stock [Member] | |||
Proceeds from Issuance of Warrants | 0 | ||
Class B Common Stock [Member] | |||
Proceeds from Issuance of Warrants | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Nov. 10, 2020 | Jul. 01, 2019 | Jun. 26, 2019 | Jun. 07, 2019 | Apr. 29, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Nov. 02, 2020 |
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||||
Share Price | $ 18 | ||||||||
Initial Public Offering Cost | $ 300,000 | ||||||||
Notes Payable, Related Parties | $ 200,000 | ||||||||
Management Fee Expense | $ 20,000 | ||||||||
Debt Conversion, Original Debt, Amount | $ 1,500,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||
Warrants price | $ 11.50 | ||||||||
Convertible Promissory Note [Member] | |||||||||
Aggregate principal amount to be issued | $ 1,500,000 | $ 1,500,000 | |||||||
Additional Paid in Capital [Member] | |||||||||
Stock Issued During Period, Value, New Issues | 23,275 | ||||||||
Retained Earnings [Member] | |||||||||
Stock Issued During Period, Value, New Issues | 0 | ||||||||
Over-Allotment Option [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 9,000,000 | ||||||||
IPO [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 69,000,000 | ||||||||
Related Party Loan [Member] | |||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 123,333 | $ 240,000 | |||||||
Sponsor [Member] | |||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 2,250,000 | ||||||||
Equity Method Investment, Ownership Percentage | 20.00% | ||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | |||||||||
Maximum amount of promissory note convertible into warrants | $ 1,500,000 | ||||||||
Warrants price | $ 1 | ||||||||
Class A Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 0 | ||||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||||
Common Stock, Shares, Outstanding | 2,380,049 | 2,419,019 | |||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 66,661,839 | 66,592,589 | |||||||
Share Price | $ 12 | ||||||||
Class A Common Stock [Member] | IPO [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | ||||||||
Class B Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 17,250,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 1,725 | |||||||
Dividends Common Stock Dividends Per Share | $ 1 | ||||||||
Common Stock, Shares, Outstanding | 11,500,000 | 17,250,000 | 17,250,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 10, 2020 | Oct. 14, 2020 | Oct. 13, 2020 | Oct. 12, 2020 | Jul. 01, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Underwriting Fees Payable | $ 21,371,000 | ||||||||
Deferred Underwriting Discount, Shares | 7,940,000 | ||||||||
Deferred Underwriting Upfront Payment | $ 1,588,000 | ||||||||
Debt Issuance Costs, Net | $ 2,779,000 | ||||||||
Nominal value per share | $ 10 | ||||||||
Aggregate redemption price | $ 671,198,229 | 1,124,362 | |||||||
Proceeds from Issuance Initial Public Offering | $ 677,788,000 | ||||||||
Current Liabilities Accounts payable and accrued expenses | $ 257,466 | $ 635,483 | $ 257,466 | ||||||
Warrants price | 11.50 | ||||||||
IPO [Member] | |||||||||
Nominal value per share | $ 10 | ||||||||
Newly issued shares | 69,000,000 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 690,000,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Aggregate redemption price | $ 6,662 | $ (4) | |||||||
Newly issued shares | 0 | ||||||||
Class A Common Stock [Member] | IPO [Member] | |||||||||
Newly issued shares | 10,000,000 | ||||||||
Class B Common Stock [Member] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Aggregate redemption price | $ 0 | $ 0 | |||||||
Newly issued shares | 8,625,000 | 17,250,000 | |||||||
Class C Common Stock [Member] | |||||||||
Common stock, par value | $ 0.0001 | ||||||||
Skillsoft Merger Agreement [Member] | |||||||||
Aggregate redemption price | $ 505,000,000 | ||||||||
Aggregate principal amount to be issued | $ 20,000,000 | ||||||||
Skillsoft Merger Agreement [Member] | Class A Common Stock [Member] | |||||||||
Nominal value per share | $ 0.01 | ||||||||
Skillsoft Merger Agreement [Member] | Class B Common Stock [Member] | |||||||||
Nominal value per share | $ 0.01 | ||||||||
Global Knowledge Merger Agreement [Member] | |||||||||
Warrants price | $ 11.50 | ||||||||
Equity interests on issued and outstanding | 100.00% | ||||||||
Aggregate warrants to be issued | 5,000,000 | ||||||||
Prosus Subscription Agreement [Member] | Class A Common Stock [Member] | |||||||||
Nominal value per share | $ 10 | ||||||||
Newly issued shares | 40,000,000 | ||||||||
Prosus Subscription Agreement [Member] | Class A Common Stock [Member] | IPO [Member] | |||||||||
Nominal value per share | $ 10 | ||||||||
Newly issued shares | 50,000,000 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 500,000,000 | ||||||||
SuRo Subscription Agreement [Member] | |||||||||
Nominal value per share | $ 10 | ||||||||
Newly issued shares | 1,000,000 | ||||||||
Lodbrok Subscription Agreement [Member] | |||||||||
Nominal value per share | $ 10 | ||||||||
Newly issued shares | 2,000,000 | ||||||||
Service Provider Agreement [Member] | |||||||||
Success fee | $ 150,000 | ||||||||
Consulting fees | 222,742 | ||||||||
Current Liabilities Accounts payable and accrued expenses | $ 9,975 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Oct. 12, 2020 | Dec. 31, 2019 | Jun. 07, 2019 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Class of Warrant or Right Warrants Expiration Period | 5 years | |||
Class of Warrant or Right Warrants Redemption Price | $ 0.01 | |||
Share Price | $ 18 | |||
Sponsor [Member] | ||||
Equity Method Investment, Ownership Percentage | 20.00% | |||
Class A Common Stock [Member] | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 2,419,019 | 2,380,049 | ||
Common Stock, Shares, Outstanding | 2,419,019 | 2,380,049 | ||
Common Stock, Redemption Shares | 66,580,981 | 66,619,951 | ||
Share Price | $ 12 | |||
Class B Common Stock [Member] | ||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 | ||
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 | 11,500,000 |
INCOME TAX - Company's net defe
INCOME TAX - Company's net deferred tax liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset (liability) | ||
Startup and organizational expenses | $ 148,348 | |
Unrealized gain on marketable securities | (976) | $ (9,657) |
Deferred tax asset (liability) | 147,372 | (9,657) |
Valuation Allowance | (148,348) | |
Deferred tax asset (liability), net of allowance | $ (976) | $ (9,657) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | |||
Current expense | $ 495,442 | $ 1,237,860 | |
Deferred (benefit) expense | (157,029) | 9,657 | |
State | |||
Change in valuation allowance | 148,348 | ||
Income tax provision | $ 1,247,517 | $ 486,761 | $ 1,247,517 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Valuation allowance | 9.20% | 0.00% |
Income tax provision | 30.20% | 21.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets [Abstract] | ||
Cash and marketable securities held in Trust Account | $ 696,957,196 | $ 695,295,418 |