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Skillsoft (SKIL)

Document and Entity Information

Document and Entity Information3 Months Ended
Mar. 31, 2021
Document and Entity Information
Document TypeS-1/A
Amendment Flagfalse
Entity Registrant NameSkillsoft Corp.
Entity Central Index Key0001774675
Entity Filer CategoryNon-accelerated Filer
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Small Businessfalse

BALANCE SHEETS (As Restated)

BALANCE SHEETS (As Restated) - USD ($)Dec. 31, 2020Dec. 31, 2019
Current assets
Cash $ 3,873,865 $ 2,238,275
Prepaid Income Taxes27,140
Prepaid expenses94,299 275,525
Total Current Assets3,968,164 2,540,940
Cash and marketable securities held in Trust Account696,957,196 695,295,418
TOTAL ASSETS700,925,360 697,836,358
Current liabilities
Current Liabilities Accounts payable and accrued expenses635,483 257,466
Income tax payable95,302
Convertible promissory note-related party3,104,359
Total Current Liabilities3,835,144 257,466
Deferred income tax payable976 9,657
Deferred underwriting fee payable21,371,000 21,371,000
Derivative Liability128,339,190 56,360,000
Total Liabilities153,546,310 77,998,123
Commitments and Contingencies
Class A Common stock subject to possible redemption, 53,712,502 and 61,025,925 shares at redemption value as of December 31, 2020 and 2019, respectively542,379,040 614,838,229
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital92,138,533 19,680,076
Accumulated deficit(87,141,777)(14,682,592)
Total Stockholders' Equity5,000,010 5,000,006
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY700,925,360 697,836,358
Class A Common Stock [Member]
Stockholders' Equity
Common stock value1,529 797
Total Stockholders' Equity1,529 797
Class B Common Stock [Member]
Stockholders' Equity
Common stock value1,725 1,725
Total Stockholders' Equity $ 1,725 $ 1,725

BALANCE SHEETS (As Restated) (P

BALANCE SHEETS (As Restated) (Parenthetical) - $ / sharesMar. 31, 2021Jan. 31, 2021Dec. 31, 2020Oct. 12, 2020Dec. 31, 2019Jun. 26, 2019Jun. 07, 2019
Temporary Equity, Shares Outstanding57,909,708 53,712,502 61,025,925
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized1,000,000 1,000,000 1,000,000
Preferred Stock, Shares Issued0 0 0
Preferred Stock, Shares Outstanding0 0 0
Class A Common Stock [Member]
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares Authorized200,000,000 200,000,000 200,000,000
Common Stock, Shares, Issued11,090,292 15,287,498 7,974,075
Common Stock, Shares, Outstanding11,090,292 3,840,000 15,287,498 7,974,075
Common Stock, Redemption Shares57,909,708 53,712,502 61,025,925
Class B Common Stock [Member]
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares Authorized20,000,000 20,000,000 20,000,000
Common Stock, Shares, Issued17,250,000 17,250,000 17,250,000
Common Stock, Shares, Outstanding17,250,000 160,000 17,250,000 17,250,000 17,250,000 11,500,000

STATEMENTS OF OPERATIONS (As Re

STATEMENTS OF OPERATIONS (As Restated)12 Months Ended
Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs $ 2,906,903
Reimbursement of transaction expenses(2,000,000)
Loss from operations(906,903)
Other income (expense):
Interest earned on marketable securities held in Trust Account2,516,752
Loss on derivative liabilities(73,583,549)
Unrealized gain (loss) on marketable securities held in Trust Account1,276
Other income, net(71,065,521)
Loss before income taxes(71,972,424)
Provision for income taxes(486,761)
Net income (loss) $ (72,459,185)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | shares27,526,131
Basic and diluted net loss per share, Non-redeemable common stock | $ / shares $ (2.68)
Class A Common Stock [Member]
Other income (expense):
Net income (loss) $ 0
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | shares58,723,869
Basic and diluted net income per share | $ / shares $ 0.03

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (As Restated) - USD ($)Class A Common Stock [Member]Class B Common Stock [Member]Common Stock Subject to Possible RedemptionAdditional Paid in Capital [Member]Accumulated Deficit [Member]Total
Balance at Apr. 10, 2019 $ 0 $ 0 $ 0 $ 0 $ 0
Balance (in shares) at Apr. 10, 20190 0
Net income(16,497,280)
Balance at Apr. 10, 2019 $ 0 $ 0 0 0 0
Balance (in shares) at Apr. 10, 20190 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 $ 0 634,488,927 0 634,495,827
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 $ (6,103) $ 0 (614,832,126)0 (614,838,229)
Change in value of common stock subject to possible redemption (in shares)(61,025,925)0
Net income $ 0 $ 0 0 (14,682,592)(14,682,592)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Issuance of Class B common stock to Sponsor (in shares)0
Net income $ 0 $ 0 0 (8,823,514)(8,823,514)
Balance at Mar. 31, 2020 $ 900 $ 1,725 28,503,490 (23,506,106)5,000,009
Balance (in shares) at Mar. 31, 20209,001,781 17,250,000
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Net income(53,585,867)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Net income(25,340,816)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Issuance of Class B common stock to Sponsor (in shares)7,313,423
Change in value of Class A common stock subject to possible redemption $ 732 $ 0 72,458,457 0 72,459,189
Net income0 0 0 (72,459,185)(72,459,185)
Balance at Dec. 31, 2020 $ 1,529 $ 1,725 92,138,533 (87,141,777)5,000,010
Balance (in shares) at Dec. 31, 202015,287,498 17,250,000
Balance at Mar. 31, 2020 $ 900 $ 1,725 28,503,490 (23,506,106)5,000,009
Balance (in shares) at Mar. 31, 20209,001,781 17,250,000
Balance at Dec. 31, 2020 $ 1,529 $ 1,725 92,138,533 (87,141,777)5,000,010
Balance (in shares) at Dec. 31, 202015,287,498 17,250,000
Change in value of Class A common stock subject to possible redemption $ (420) $ 0 (41,740,385)0 (41,740,805)
Change in value of common stock subject to possible redemption (in shares)(4,197,206)0
Net income $ 0 $ 0 0 41,740,801 41,740,801
Balance at Mar. 31, 2021 $ 1,109 $ 1,725 $ 50,398,148 $ (45,400,976) $ 5,000,006
Balance (in shares) at Mar. 31, 202111,090,292 17,250,000

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (As Restated) (Parenthetical)9 Months Ended
Dec. 31, 2019shares
IPO [Member]
Partners' Capital Account, Units, Sale of Units69,000,000

STATEMENTS OF CASH FLOWS (As Re

STATEMENTS OF CASH FLOWS (As Restated) - USD ($)12 Months Ended
Dec. 31, 2020Dec. 31, 2019
Cash Flows from Operating Activities:
Net income $ (72,459,185) $ (14,682,592)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(2,516,752)(6,639,430)
Transaction costs attributable to the Initial Public Offering1,125,634
Loss on derivative liabilities73,583,549 18,250,000
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 expenses181,226 (275,525)
Prepaid income taxes27,140 (27,140)
Accounts payable and accrued expenses378,017 257,466
Income taxes payable95,302
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 capital250,000 125,000
Cash withdrawn from Trust Account to pay franchise and income taxes606,250 1,265,000
Net cash provided by investing activities856,250 (688,610,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor25,000
Proceeds from sale of Units, net of underwriting discounts paid677,788,000
Proceeds from sale of Private Placement Warrants15,800,000
Proceeds from promissory notes-related party1,500,000 200,000
Repayment of promissory notes-related party(200,000)
Payment of offering costs(736,807)
Net cash provided by financing activities1,500,000 692,876,193
Net Change in Cash1,635,590 2,238,275
Cash-Beginning of period2,238,275 0
Cash-End of period3,873,865 2,238,275
Supplemental cash flow information:
Cash paid for income taxes373,000 1,265,000
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to redemption628,390,190
Change in value of Class A common stock subject to possible redemption(72,459,189)(13,551,961)
Deferred underwriting fee payable $ 21,371,000
Class B Common Stock [Member]
Cash Flows from Operating Activities:
Net income $ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 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 March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company 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 of 1940, as amended, (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 meeting the conditions of Rule 2a‑7 of 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 7). 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 6) 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 7) 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.
Liquidity
The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of March 31, 2021, the Company had $2,382,560 in its operating bank accounts, $697,018,229 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and adjusted working capital of $1,182,603, which amount excludes interest earned which may withdrawn from the Company’s Trust Account to pay its franchise and income taxes. As of March 31, 2021, approximately $7,018,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the condensed financial statements.
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 7). 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 4.
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 5.
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 7). 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 6) 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 7) 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.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS12 Months Ended
Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTSNOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. In addition, the Company did not account for its convertible promissory note and Prosus Agreement as derivative liabilities (the convertible promissory note, Prosus Agreement, together with the Warrants, the “Derivative Instruments”). The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Warrant Accounting Statement”). Specifically, the SEC Warrant Accounting Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Derivative Instruments.
In further consideration of the SEC Warrant Accounting Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should have classified the Derivative Instruments as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Derivative Instruments at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. See Notes 3, 6, 7, 8, 9, 10 and 11.
The Company’s accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in the Trust Account, operating expenses, or cash.
The table below summarizes the effects of the restatement on the financial statements for all periods being restated:
As
Previously
As
Reported
Adjustments
Restated
Balance sheet as of July 1, 2019 (audited)
Total Liabilities
$
21,509,982
$
38,110,000
$
59,619,982
Class A Common Stock Subject to Possible Redemption
666,500,190
(38,110,000)
628,390,190
Class A Common Stock
235
381
616
Additional Paid-in Capital
5,003,043
1,125,253
6,128,296
Accumulated Deficit
(5,000)
(1,125,634)
(1,130,634)
Total Stockholders’ Equity
5,000,003

5,000,003
Number of Class A common stock subject to redemption
66,650,019
(3,811,000)
62,839,019
Balance sheet as of September 30, 2019 (unaudited)
Total Liabilities
$
21,438,614
$
55,988,000
$
77,426,614
Class A Common Stock Subject to Possible Redemption
669,011,539
(55,988,000)
613,023,539
Class A Common Stock
233
558
791
Additional Paid-in Capital
2,491,696
19,003,076
21,494,772
Retained Earnings (Accumulated Deficit)
2,506,354
(19,003,634)
(16,497,280)
Total Stockholders’ Equity
5,000,008

5,000,008
Number of Class A common stock subject to redemption
66,673,530
(5,579,751)
61,093,779
Balance sheet as of December 31, 2019 (audited)
Total Liabilities
$
21,638,123
$
56,360,000
$
77,998,123
Class A Common Stock Subject to Possible Redemption
671,198,229
(56,360,000)
614,838,229
Class A Common Stock
238
559
797
Additional Paid-in Capital
305,001
19,375,075
19,680,076
Retained Earnings (Accumulated Deficit)
4,693,042
(19,375,634)
(14,682,592)
Total Stockholders’ Equity
5,000,006

5,000,006
Number of Class A common stock subject to redemption
66,619,951
(5,594,026)
61,025,925
Balance sheet as of March 31, 2020 (unaudited)
Total Liabilities
$
21,805,994
$
66,706,000
$
88,511,994
Class A Common Stock Subject to Possible Redemption
672,720,712
(66,706,000)
606,014,712
Class A Common Stock
240
660
900
Additional Paid-in Capital

28,503,490
28,503,490
Retained Earnings (Accumulated Deficit)
4,998,044
(28,504,150)
(23,506,106)
Total Stockholders’ Equity
5,000,009

5,000,009
Number of Class A common stock subject to redemption
66,602,417
(6,604,198)
59,998,219
Balance sheet as of June 30, 2020 (unaudited)
Total Liabilities
$
21,739,976
$
111,342,000
$
133,081,976
Class A Common Stock Subject to Possible Redemption
672,594,363
(111,342,000)
561,252,363
Class A Common Stock
242
1,102
1,344
Additional Paid-in Capital
126,347
73,139,048
73,265,395
Retained Earnings (Accumulated Deficit)
4,871,691
(73,140,150)
(68,268,459)
Total Stockholders’ Equity
5,000,005

5,000,005
Number of Class A common stock subject to redemption
66,584,915
(11,022,539)
55,562,376
Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities
$
21,689,446
$
83,004,000
$
104,693,446
Class A Common Stock Subject to Possible Redemption
672,501,414
(83,004,000)
589,497,414
Class A Common Stock
244
821
1,065
Additional Paid-in Capital
219,294
44,801,329
45,020,623
Retained Earnings (Accumulated Deficit)
4,778,742
(44,802,150)
(40,023,408)
Total Stockholders’ Equity
5,000,005

5,000,005
Number of Class A common stock subject to redemption
66,563,478
(8,215,648)
58,347,830
As
Previously
As
Reported
Adjustments
Restated
Balance sheet as of December 31, 2020 (audited)
Total Liabilities
$
23,602,761
$
129,943,549
$
153,546,310
Class A Common Stock Subject to Possible Redemption
672,322,591
(129,943,551)
542,379,040
Class A Common Stock
242
1,287
1,529
Additional Paid-in Capital
398,119
91,740,414
92,138,533
Retained Earnings (Accumulated Deficit)
4,599,922
(91,741,699)
(87,141,777)
Total Stockholders’ Equity
5,000,008
2
5,000,010
Number of Class A common stock subject to redemption
66,580,981
(12,868,479)
53,712,502
Statement of Operations for the three months ended September 30, 2019 (unaudited)
Net income (loss)
$
2,507,354
$
(19,003,634)
$
(16,496,280)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,650,019
(3,811,000)
62,839,019
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.04

0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,549,981
3,769,576
23,319,557
Basic and diluted net loss per share, Non-redeemable common stock
0.00
(0.81)
(0.81)
Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)
$
2,506,354
$
(19,003,634)
$
(16,497,280)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,650,019
(3,811,000)
62,839,019
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.04

0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
17,433,711
2,016,285
19,449,996
Basic and diluted net loss per share, Non-redeemable common stock
0.00
(0.98)
(0.98)
Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
Net income (loss)
$
4,693,042
$
(19,375,634)
$
(14,682,592)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,661,839
(4,700,208)
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.07
0.01
0.08
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
18,180,430
3,258,099
21,438,529
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(0.90)
(0.91)
Statement of Operations for the three months ended March 31, 2020 (unaudited)
Net income (loss)
$
1,522,486
$
(10,346,000)
$
(8,823,514)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,619,951
(5,594,026)
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02

0.02
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,630,049
5,594,026
25,224,075
Basic and diluted net loss per share, Non-redeemable common stock
(0.41)
(0.41)
Statement of Operations for the three months ended June 30, 2020 (unaudited)
Net loss
$
(126,353)
$
(44,636,000)
$
(44,762,353)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,585,251
(6,587,032)
59,998,219
Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,664,749
6,587,032
26,251,781
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(1.70)
(1.71)
Statement of Operations for the six months ended June 30, 2020 (unaudited)
Net income (loss)
$
1,396,133
$
(54,982,000)
$
(53,585,867)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,602,601
(6,090,529)
60,512,072
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,647,399
6,090,529
25,737,928
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(2.13)
(2.14)
Statement of Operations for the three months ended September 30, 2020 (unaudited)
Net income (loss)
$
(92,949)
$
28,338,000
$
28,245,051
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,563,636
(11,001,260)
55,562,376
Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,686,364
11,001,260
30,687,624
Basic and diluted net loss per share, Non-redeemable common stock
0.92
0.92
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
Net income (loss)
$
1,303,184
$
(26,644,000)
$
(25,340,816)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,589,518
(7,739,388)
58,850,130
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,660,482
7,739,388
27,399,870
Basic and diluted net loss per share, Non-redeemable common stock
(0.02)
(0.96)
(0.98)
Statement of Operations for the year ended December 31, 2020 (audited)
Net income (loss)
$
1,124,364
$
(73,583,549)
$
(72,459,185)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,592,589
(7,868,720)
58,723,869
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,657,411
7,868,720
27,526,131
Basic and diluted net loss per share, Non-redeemable common stock
(0.02)
(2.67)
(2.68)
As
Previously
As
Reported
Adjustments
Restated
Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)
$
2,506,354
$
(19,003,634)
$
(16,497,280)
Transaction costs attributable to the Initial Public Offering

(1,125,634)
(1,125,634)
Loss on Derivative Liabilities

(17,878,000)
(17,878,000)
Initial classification of Class A common stock subject to redemption
666,500,190
(38,110,000)
628,390,190
Change in value of Class A common stock subject to possible redemption
2,511,349
(17,878,000)
(15,366,651)
Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
Net income (loss)
$
4,693,042
$
(19,375,634)
$
(14,682,592)
Transaction costs attributable to the Initial Public Offering

(1,125,634)
(1,125,634)
Loss on Derivative Liabilities

(18,250,000)
(18,250,000)
Initial classification of Class A common stock subject to redemption
666,500,190
(38,110,000)
628,390,190
Change in value of Class A common stock subject to possible redemption
4,698,039
(18,250,000)
(13,551,961)
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
Net income (loss)
$
1,522,486
$
(10,346,000)
$
(8,823,514)
Loss on Derivative Liabilities

(10,346,000)
(10,346,000)
Change in value of Class A common stock subject to possible redemption
1,522,483
(10,346,000)
(8,823,517)
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
Net income (loss)
$
1,396,133
$
(54,982,000)
$
(53,585,867)
Loss on Derivative Liabilities

(54,982,000)
(54,982,000)
Change in value of Class A common stock subject to possible redemption
1,396,134
(54,982,000)
(53,585,866)
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
Net income (loss)
$
1,303,184
$
(26,644,000)
$
(25,340,816)
Loss on Derivative Liabilities

(26,644,000)
(26,644,000)
Change in value of Class A common stock subject to possible redemption
1,303,185
(26,644,000)
(25,340,815)
Statement of Cash Flows for the year ended December 31, 2020 (audited)
Net income (loss)
$
1,124,364
$
(73,583,549)
$
(72,459,185)
Loss on Derivative Liabilities

(73,583,549)
(73,583,549)
Change in value of Class A common stock subject to possible redemption
1,124,362
(73,583,551)
(72,459,189)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 11, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
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 statement 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 condensed 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through March 31, 2021, 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 no amounts were withdrawn during the three months ended March 31, 2021.
Derivative Liabilities
The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.
For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations.
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 March 31, 2021 and December 31, 2020. 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. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021 and 2020, due to the valuation allowance recorded on the Company's net operating losses and permanent differences.
Net income (Loss) per Share
Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial 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 share. Net income (loss) per 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 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 common stock is calculated by dividing the net income (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 common stock 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 non-redeemable shares’ proportionate interest.
The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
Three Months Ended
Three Months Ended
March 31,
March 31,
2021
2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income
$
50,107
$
1,956,529
Unrealized gain (loss) on investments held in Trust Account
1,118
(18,188)
Less: Company's portion available to be withdrawn to pay taxes
(43,998)
(395,474)
Less: Company's portion available to be withdrawn for working capital purposes
(7,227)
(217,385)
Net income allocable to Class A common stock subject to possible redemption
$

$
1,325,482
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
53,712,502
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.00
$
0.02
Non-Redeemable Common Stock
Numerator: Net Income (Loss) minus Net Earnings
Net income (loss)
$
41,740,801
$
(8,823,514)
Less: Income allocable to Class A common stock subject to possible redemption

(1,325,482)
Non-Redeemable Net Income (Loss)
$
41,740,801
$
(10,148,996)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
32,537,498
25,224,075
Basic and diluted net income (loss) per share, Non-redeemable Common stock
$
1.28
$
(0.40)
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 Corporation 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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company's derivative instruments (see Note 9).
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
NOTE 3. 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.
Derivative Liabilities
The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.
For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations.
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
$
1,959,040
$
6,410,370
Unrealized gain on investments held in Trust Account
993
44,401
Less: Company’s portion available to be withdrawn to pay taxes
(534,953)
(1,344,722)
Less: Company’s portion available to be withdrawn for working capital purposes
(194,600)
(241,375)
Net income allocable to Class A common stock subject to possible redemption
$
1,230,480
$
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
58,723,869
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.02
$
0.08
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss
$
(72,459,185)
$
(14,682,592)
Less: Income attributable to Class A common stock subject to possible redemption
(1,230,480)
(4,868,674)
Non-redeemable net loss
$
(73,689,665)
$
(19,551,226)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
27,526,131
21,438,529
Basic and diluted net loss per common share, Non-redeemable common stock
$
(2.68)
$
(0.91)
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, except for the Company’s Derivative Instruments (see Note 6 and 11).
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 OFFERING3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERINGNOTE 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 an exercise price of $11.50 per share, subject to adjustment (see Note 8).
NOTE 4. 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 9).

PRIVATE PLACEMENT

PRIVATE PLACEMENT3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENTNOTE 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.
NOTE 5. 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 TRANSACTIONS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONSNOTE 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.
Administrative Support Agreement
The Company entered into an agreement, commencing on June 26, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $20,000 per month for office space, administrative and support services. For the three months ended March 31, 2021 and 2020, the Company incurred and paid $60,000 in fees for these services.
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 directors and officers 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 March31, 2021 and December 31, 2020, the outstanding balance under the Convertible Promissory Note amounted to an aggregate of $1,500,000.
The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 9). The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of November 2, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of conversion option:
Fair value as of January 1, 2021
$
1,604,359
Change in valuation inputs and other assumptions
27,624
Fair value as of March 31, 2021
$
1,632,013
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.
NOTE 6. 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 8.
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 from 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.
The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 11). The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of November 2, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of conversion option:
Fair value as of January 1, 2020
$

Initial measurement on November 2, 2020
1,493,877
Change in valuation inputs and other assumptions
110,482
Fair value as of December 31, 2020
$
1,604,359
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 CONTINGENCIES3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIESNOTE 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. In October 2020, the Company was advanced $2,000,000 for expenses incurred with the Skillsoft Merger. If the planned business combination is not completed, the Company would be required to refund any unused amount. For the year ended December 31, 2020 the Company had utilized the advance in connection with the Skillsoft Merger. As of the date of these financial statements, the advance is no longer refundable.
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 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”), pursuant to the Subscription Agreement, dated October 12, 2020, by and among Churchill, the Sponsor and MIH Edtech Investments (the “Prosus Agreement”). On February 16, 2021, MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus 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”).
As part of the Prosus Agreement, Prosus and the Company agreed to a strategic support agreement, pursuant to which Prosus will provide certain business development and investor relations support services in the event it exercises its option to make the Prosus Second Step Investment and beneficially owns at least 20% of the outstanding Churchill Class A common stock following closing of the Prosus PIPE Investment on a fully-diluted and as-converted basis. If Prosus consummates the Prosus PIPE Investment, it will also nominate an individual to serve as the chairman of Churchill’s Board. Pursuant to the Prosus Agreement, in connection with the consummation of the Second Step Prosus Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill Class A common stock equal to one-third of the number of shares of Churchill Class A common stock purchased in the Prosus PIPE Investment (the “Prosus Warrants”). The Prosus Warrants will have terms substantively identical to those included in the units offered in Churchill’s IPO.
The Company assessed the provisions of the Prosus Agreement under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on Prosus Agreement liability. The Prosus Agreement liability was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 9). The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Prosus Agreement liability is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of October 12, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of the Prosus Agreement liability:
Fair value as of January 1, 2021
$
50,481,190
Change in valuation inputs and other assumptions
(25,948,777)
Fair value as of March 31, 2021
$
24,532,413
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 three months ended March 31, 2021, the Company incurred $332,476 and paid of consulting fees.
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.
NOTE 7. 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. In October 2020, the Company was advanced $2,000,000 for expenses incurred with the Skillsoft Merger. If the planned business combination is not completed, the Company would be required to refund any unused amount. For the year ended December 31, 2020 the Company had utilized the advance in connection with the Skillsoft Merger. As of the date of these financial statements, the advance is no longer refundable.
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 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”), pursuant to the Subscription Agreement, dated October 12, 2020, by and among Churchill, the Sponsor and MIH Edtech Investments (the “Prosus Agreement”). On February 16, 2021, MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus 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”).
As part of the Prosus Agreement, Prosus and the Company agreed to a strategic support agreement, pursuant to which Prosus will provide certain business development and investor relations support services in the event it exercises its option to make the Prosus Second Step Investment and beneficially owns at least 20% of the outstanding Churchill Class A Common Stock following closing of the Prosus PIPE Investment on a fully-diluted and as-converted basis. If Prosus consummates the Prosus PIPE Investment, it will also nominate an individual to serve as the chairman of Churchill's Board. Pursuant to the Prosus Agreement, in connection with the consummation of the Second Step Prosus Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill Class A Common Stock equal to one-third of the number of shares of Churchill Class A Common Stock purchased in the Prosus PIPE Investment (the “Prosus Warrants”). The Prosus Warrants will have terms substantively identical to those included in the units offered in Churchill's IPO.
The Company assessed the provisions of the Prosus Agreement under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on Prosus Agreement liability. The Prosus Agreement liability was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 11). The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the Prosus Agreement liability is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of October 12, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of the Prosus Agreement liability:
Fair value as of January 1, 2020
$

Initial measurement on October 12, 2020
71,969,454
Change in valuation inputs and other assumptions
(21,488,264)
Fair value as of December 31, 2020
$
50,481,190
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' EQUITY3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITYNOTE 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 March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
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 March 31, 2021, there were 11,090,292 shares of Class A common stock issued and outstanding, excluding 57,909,708 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were 15,287,498 shares of Class A common stock issued and outstanding, excluding 53,712,502 shares of Class A common stock subject to possible redemption.
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 March 31, 2021 and December 31, 2020, 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.
NOTE 8. 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 15,287,498 and 7,974,075 shares of Class A common stock issued or outstanding, excluding 53,712,502 and 61,025,925 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.

WARRANT LIABILITY

WARRANT LIABILITY3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
WARRANT LIABILITY
WARRANT LIABILITYNOTE 8. WARRANT LIABILITY
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 reported last sale 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 business 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 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.
NOTE 9. WARRANT LIABILITY
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 reported last sale 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 business 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 TAX12 Months Ended
Dec. 31, 2020
INCOME TAX
INCOME TAXNOTE 10. 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
%
%
Transaction costs attributable to Initial Public Offering
%
(1.8)
%
Loss on conversion option liability
(0.5)
%
%
Loss on warrant liability
(6.3)
%
(28.5)
%
Loss on Prosus agreement
(14.7)
%
%
Valuation allowance
(0.2)
%
%
Income tax provision
(0.7)
%
(9.3)
%
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 MEASUREMENTS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTSNOTE 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:
Level 2:
Level 3:
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
March 31,
December 31,
Description
Level
2021
2020
Assets:
Marketable securities held in Trust Account
1
$
697,018,229
$
696,957,196
Liabilities:
Warrant liability-Public Warrants
1
33,810,000
45,310,000
Warrant liability-Private Placement Warrants
3
26,702,000
32,548,000
Prosus Agreement liability
3
24,532,413
50,481,190
Conversion option liability
3
1,632,013
1,604,359
The derivative instruments were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the consolidated statement of operations.
At issuance, the Warrant Liability for Public Warrants and Private Placement Warrants were valued as of June 26, 2019 using a Monte Carlo simulation and Black Scholes model, respectively, which are considered to be a Level 3 fair value measurements. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CCX WS, which is a Level 1 fair value.
The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.
As of issuance and March 31, 2021, the estimated fair value of Warrant Liability — Private Placement Warrants were determined using a Black-Scholes valuation and based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
11.50
$
11.50
Stock price
$
9.68
$
10.00
Volatility
16.5
%
25
%
Probability of completing a Business Combination
80.0
%
90
%
Term
5.33
5.08
Risk-free rate
1.86
%
0.94
%
Dividend yield
0.0
%
0.0
%
At inception, the Prosus Agreement Liability consisted of two components: a commitment for the First Step Investment and an option for the Second Step Investment. Subsequent to Prosus exercising its Second Step Investment option, the Prosus Agreement Liability represented a commitment. The commitment and option were valued using forward contract valuation methodology and a Black Scholes model, respectively. Both valuation methodologies were considered to be Level 3 fair value measurements. As of inception and March 31, 2021, the estimated fair value of Prosus Agreement Liability was determined based on the following significant inputs:
At
As of March 31,
inception
2021
Exercise price
$
400.0
M
$
500.0
M
Underlying value
$
436.8
M
$
524.5
M
Volatility
40.0
%
N/A
Term
0.55
0.08
Risk-free rate
0.12
%
0.08
%
Dividend yield
0.00
%
N/A
The Conversion option liability was valued using a Black Scholes model, which was considered to be a Level 3 fair value measurement. At inception and March 31, 2021, the estimated fair value of Conversion option liability was determined based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
1.00
$
1.00
Underlying warrant value
$
1.92
*
$
2.09
*
Volatility
125.0
%
115.0
%
Number of Class A Shares
1.5
M%
1.5
M%
Term
0.28
0.08
Risk-free rate
0.09
%
0.01
%
Dividend yield
0.0
%
0.0
%
* The underlying warrant value equals the calculated fair value of the private placement warrants as of each date presented and determined based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
11.50
$
11.50
Stock price
$
9.97
$
10.00
Volatility
30.0
%
25
%
Probability of completing a Business Combination
85.0
%
90
%
Term
5.28
5.08
Risk-free rate
0.41
%
0.94
%
Dividend yield
0.0
%
0.0
%
The following table presents the changes in the fair value of warrant liabilities:
Private Placement
Public
Warrants
Warrants
Warrant Liabilities
January 1, 2021
$
32,548,000
$
45,310,000
$
77,858,000
Change in valuation inputs or other assumptions
(5,846,000)
(11,500,000)
(17,346,000)
Fair value as of March 31, 2021
26,702,000
33,810,000
60,512,000
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.
NOTE 11. 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 and liabilities 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
Liabilities:
Warrant Liabilities – Public Warrants
1
45,310,000
32,660,000
Warrant Liabilities – Private Placement Warrants
3
32,548,000
23,700,000
Prosus subscription agreement liability
3
50,481,190

Conversion option liability
3
1,604,359

The Derivative Instruments were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations.
The Warrants were valued as of July 1, 2019 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable 'blank-check' companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS.
The following table presents the changes in the fair value of warrant liabilities:
Private Placement
Public
Warrant Liabilities
Fair value as of April 11, 2019 (inception)
$

$

$

Initial measurement on July 1, 2019
15,800,000
22,310,000
38,110,000
Change in valuation inputs or other assumptions
7,900,000
10,350,000
18,250,000
Fair value as of December 31, 2019
23,700,000
32,660,000
56,360,000
Change in valuation inputs and other assumptions
8,848,000
12,650,000
21,498,000
Fair value as of December 31, 2020
$
32,548,000
$
45,310,000
$
77,858,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as set forth below.
On May 3, 2021, the Company was informed by Prosus that Prosus received notice from CFIUS that it has concluded all action under Section 721 of the Defense Production Act of 1950 and determined that there are no unresolved national security concerns with respect to the Prosus PIPE Investment.
NOTE 12. 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 and in Note 2, 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)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationBasis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 11, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
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 CompanyEmerging 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 statement 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.
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 EstimatesUse of Estimates
The preparation of the condensed 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.
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 EquivalentsCash 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
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 AccountMarketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through March 31, 2021, 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 no amounts were withdrawn during the three months ended March 31, 2021.
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 RedemptionClass 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.
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.
Derivative LiabilitiesDerivative Liabilities
The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.
For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations.
Income TaxesIncome 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 March 31, 2021 and December 31, 2020. 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. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021 and 2020, due to the valuation allowance recorded on the Company's net operating losses and permanent differences.
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 ShareNet income (Loss) per Share
Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial 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 share. Net income (loss) per 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 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 common stock is calculated by dividing the net income (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 common stock 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 non-redeemable shares’ proportionate interest.
The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
Three Months Ended
Three Months Ended
March 31,
March 31,
2021
2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income
$
50,107
$
1,956,529
Unrealized gain (loss) on investments held in Trust Account
1,118
(18,188)
Less: Company's portion available to be withdrawn to pay taxes
(43,998)
(395,474)
Less: Company's portion available to be withdrawn for working capital purposes
(7,227)
(217,385)
Net income allocable to Class A common stock subject to possible redemption
$

$
1,325,482
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
53,712,502
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.00
$
0.02
Non-Redeemable Common Stock
Numerator: Net Income (Loss) minus Net Earnings
Net income (loss)
$
41,740,801
$
(8,823,514)
Less: Income allocable to Class A common stock subject to possible redemption

(1,325,482)
Non-Redeemable Net Income (Loss)
$
41,740,801
$
(10,148,996)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
32,537,498
25,224,075
Basic and diluted net income (loss) per share, Non-redeemable Common stock
$
1.28
$
(0.40)
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
$
1,959,040
$
6,410,370
Unrealized gain on investments held in Trust Account
993
44,401
Less: Company’s portion available to be withdrawn to pay taxes
(534,953)
(1,344,722)
Less: Company’s portion available to be withdrawn for working capital purposes
(194,600)
(241,375)
Net income allocable to Class A common stock subject to possible redemption
$
1,230,480
$
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
58,723,869
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.02
$
0.08
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss
$
(72,459,185)
$
(14,682,592)
Less: Income attributable to Class A common stock subject to possible redemption
(1,230,480)
(4,868,674)
Non-redeemable net loss
$
(73,689,665)
$
(19,551,226)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
27,526,131
21,438,529
Basic and diluted net loss per common share, Non-redeemable common stock
$
(2.68)
$
(0.91)
Concentration of Credit RiskConcentration 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 Corporation coverage limit of $250,000. The Company has not experienced losses on this account.
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 InstrumentsFair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company's derivative instruments (see Note 9).
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, except for the Company’s Derivative Instruments (see Note 6 and 11).
Recent Accounting StandardsRecent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)12 Months Ended
Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Schedule of impact of the restatement on financial statementsAs
Previously
As
Reported
Adjustments
Restated
Balance sheet as of July 1, 2019 (audited)
Total Liabilities
$
21,509,982
$
38,110,000
$
59,619,982
Class A Common Stock Subject to Possible Redemption
666,500,190
(38,110,000)
628,390,190
Class A Common Stock
235
381
616
Additional Paid-in Capital
5,003,043
1,125,253
6,128,296
Accumulated Deficit
(5,000)
(1,125,634)
(1,130,634)
Total Stockholders’ Equity
5,000,003

5,000,003
Number of Class A common stock subject to redemption
66,650,019
(3,811,000)
62,839,019
Balance sheet as of September 30, 2019 (unaudited)
Total Liabilities
$
21,438,614
$
55,988,000
$
77,426,614
Class A Common Stock Subject to Possible Redemption
669,011,539
(55,988,000)
613,023,539
Class A Common Stock
233
558
791
Additional Paid-in Capital
2,491,696
19,003,076
21,494,772
Retained Earnings (Accumulated Deficit)
2,506,354
(19,003,634)
(16,497,280)
Total Stockholders’ Equity
5,000,008

5,000,008
Number of Class A common stock subject to redemption
66,673,530
(5,579,751)
61,093,779
Balance sheet as of December 31, 2019 (audited)
Total Liabilities
$
21,638,123
$
56,360,000
$
77,998,123
Class A Common Stock Subject to Possible Redemption
671,198,229
(56,360,000)
614,838,229
Class A Common Stock
238
559
797
Additional Paid-in Capital
305,001
19,375,075
19,680,076
Retained Earnings (Accumulated Deficit)
4,693,042
(19,375,634)
(14,682,592)
Total Stockholders’ Equity
5,000,006

5,000,006
Number of Class A common stock subject to redemption
66,619,951
(5,594,026)
61,025,925
Balance sheet as of March 31, 2020 (unaudited)
Total Liabilities
$
21,805,994
$
66,706,000
$
88,511,994
Class A Common Stock Subject to Possible Redemption
672,720,712
(66,706,000)
606,014,712
Class A Common Stock
240
660
900
Additional Paid-in Capital

28,503,490
28,503,490
Retained Earnings (Accumulated Deficit)
4,998,044
(28,504,150)
(23,506,106)
Total Stockholders’ Equity
5,000,009

5,000,009
Number of Class A common stock subject to redemption
66,602,417
(6,604,198)
59,998,219
Balance sheet as of June 30, 2020 (unaudited)
Total Liabilities
$
21,739,976
$
111,342,000
$
133,081,976
Class A Common Stock Subject to Possible Redemption
672,594,363
(111,342,000)
561,252,363
Class A Common Stock
242
1,102
1,344
Additional Paid-in Capital
126,347
73,139,048
73,265,395
Retained Earnings (Accumulated Deficit)
4,871,691
(73,140,150)
(68,268,459)
Total Stockholders’ Equity
5,000,005

5,000,005
Number of Class A common stock subject to redemption
66,584,915
(11,022,539)
55,562,376
Balance sheet as of September 30, 2020 (unaudited)
Total Liabilities
$
21,689,446
$
83,004,000
$
104,693,446
Class A Common Stock Subject to Possible Redemption
672,501,414
(83,004,000)
589,497,414
Class A Common Stock
244
821
1,065
Additional Paid-in Capital
219,294
44,801,329
45,020,623
Retained Earnings (Accumulated Deficit)
4,778,742
(44,802,150)
(40,023,408)
Total Stockholders’ Equity
5,000,005

5,000,005
Number of Class A common stock subject to redemption
66,563,478
(8,215,648)
58,347,830
As
Previously
As
Reported
Adjustments
Restated
Balance sheet as of December 31, 2020 (audited)
Total Liabilities
$
23,602,761
$
129,943,549
$
153,546,310
Class A Common Stock Subject to Possible Redemption
672,322,591
(129,943,551)
542,379,040
Class A Common Stock
242
1,287
1,529
Additional Paid-in Capital
398,119
91,740,414
92,138,533
Retained Earnings (Accumulated Deficit)
4,599,922
(91,741,699)
(87,141,777)
Total Stockholders’ Equity
5,000,008
2
5,000,010
Number of Class A common stock subject to redemption
66,580,981
(12,868,479)
53,712,502
Statement of Operations for the three months ended September 30, 2019 (unaudited)
Net income (loss)
$
2,507,354
$
(19,003,634)
$
(16,496,280)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,650,019
(3,811,000)
62,839,019
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.04

0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,549,981
3,769,576
23,319,557
Basic and diluted net loss per share, Non-redeemable common stock
0.00
(0.81)
(0.81)
Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)
$
2,506,354
$
(19,003,634)
$
(16,497,280)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,650,019
(3,811,000)
62,839,019
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.04

0.04
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
17,433,711
2,016,285
19,449,996
Basic and diluted net loss per share, Non-redeemable common stock
0.00
(0.98)
(0.98)
Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
Net income (loss)
$
4,693,042
$
(19,375,634)
$
(14,682,592)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,661,839
(4,700,208)
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.07
0.01
0.08
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
18,180,430
3,258,099
21,438,529
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(0.90)
(0.91)
Statement of Operations for the three months ended March 31, 2020 (unaudited)
Net income (loss)
$
1,522,486
$
(10,346,000)
$
(8,823,514)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,619,951
(5,594,026)
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02

0.02
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,630,049
5,594,026
25,224,075
Basic and diluted net loss per share, Non-redeemable common stock
(0.41)
(0.41)
Statement of Operations for the three months ended June 30, 2020 (unaudited)
Net loss
$
(126,353)
$
(44,636,000)
$
(44,762,353)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,585,251
(6,587,032)
59,998,219
Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,664,749
6,587,032
26,251,781
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(1.70)
(1.71)
Statement of Operations for the six months ended June 30, 2020 (unaudited)
Net income (loss)
$
1,396,133
$
(54,982,000)
$
(53,585,867)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,602,601
(6,090,529)
60,512,072
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,647,399
6,090,529
25,737,928
Basic and diluted net loss per share, Non-redeemable common stock
(0.01)
(2.13)
(2.14)
Statement of Operations for the three months ended September 30, 2020 (unaudited)
Net income (loss)
$
(92,949)
$
28,338,000
$
28,245,051
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,563,636
(11,001,260)
55,562,376
Basic and diluted net income per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,686,364
11,001,260
30,687,624
Basic and diluted net loss per share, Non-redeemable common stock
0.92
0.92
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
Net income (loss)
$
1,303,184
$
(26,644,000)
$
(25,340,816)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,589,518
(7,739,388)
58,850,130
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,660,482
7,739,388
27,399,870
Basic and diluted net loss per share, Non-redeemable common stock
(0.02)
(0.96)
(0.98)
Statement of Operations for the year ended December 31, 2020 (audited)
Net income (loss)
$
1,124,364
$
(73,583,549)
$
(72,459,185)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
66,592,589
(7,868,720)
58,723,869
Basic and diluted net income per share, Class A common stock subject to possible redemption
0.02
0.01
0.03
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
19,657,411
7,868,720
27,526,131
Basic and diluted net loss per share, Non-redeemable common stock
(0.02)
(2.67)
(2.68)
As
Previously
As
Reported
Adjustments
Restated
Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
Net income (loss)
$
2,506,354
$
(19,003,634)
$
(16,497,280)
Transaction costs attributable to the Initial Public Offering

(1,125,634)
(1,125,634)
Loss on Derivative Liabilities

(17,878,000)
(17,878,000)
Initial classification of Class A common stock subject to redemption
666,500,190
(38,110,000)
628,390,190
Change in value of Class A common stock subject to possible redemption
2,511,349
(17,878,000)
(15,366,651)
Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
Net income (loss)
$
4,693,042
$
(19,375,634)
$
(14,682,592)
Transaction costs attributable to the Initial Public Offering

(1,125,634)
(1,125,634)
Loss on Derivative Liabilities

(18,250,000)
(18,250,000)
Initial classification of Class A common stock subject to redemption
666,500,190
(38,110,000)
628,390,190
Change in value of Class A common stock subject to possible redemption
4,698,039
(18,250,000)
(13,551,961)
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
Net income (loss)
$
1,522,486
$
(10,346,000)
$
(8,823,514)
Loss on Derivative Liabilities

(10,346,000)
(10,346,000)
Change in value of Class A common stock subject to possible redemption
1,522,483
(10,346,000)
(8,823,517)
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
Net income (loss)
$
1,396,133
$
(54,982,000)
$
(53,585,867)
Loss on Derivative Liabilities

(54,982,000)
(54,982,000)
Change in value of Class A common stock subject to possible redemption
1,396,134
(54,982,000)
(53,585,866)
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
Net income (loss)
$
1,303,184
$
(26,644,000)
$
(25,340,816)
Loss on Derivative Liabilities

(26,644,000)
(26,644,000)
Change in value of Class A common stock subject to possible redemption
1,303,185
(26,644,000)
(25,340,815)
Statement of Cash Flows for the year ended December 31, 2020 (audited)
Net income (loss)
$
1,124,364
$
(73,583,549)
$
(72,459,185)
Loss on Derivative Liabilities

(73,583,549)
(73,583,549)
Change in value of Class A common stock subject to possible redemption
1,124,362
(73,583,551)
(72,459,189)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted loss per common shareThe following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
Three Months Ended
Three Months Ended
March 31,
March 31,
2021
2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income
$
50,107
$
1,956,529
Unrealized gain (loss) on investments held in Trust Account
1,118
(18,188)
Less: Company's portion available to be withdrawn to pay taxes
(43,998)
(395,474)
Less: Company's portion available to be withdrawn for working capital purposes
(7,227)
(217,385)
Net income allocable to Class A common stock subject to possible redemption
$

$
1,325,482
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
53,712,502
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.00
$
0.02
Non-Redeemable Common Stock
Numerator: Net Income (Loss) minus Net Earnings
Net income (loss)
$
41,740,801
$
(8,823,514)
Less: Income allocable to Class A common stock subject to possible redemption

(1,325,482)
Non-Redeemable Net Income (Loss)
$
41,740,801
$
(10,148,996)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
32,537,498
25,224,075
Basic and diluted net income (loss) per share, Non-redeemable Common stock
$
1.28
$
(0.40)
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
$
1,959,040
$
6,410,370
Unrealized gain on investments held in Trust Account
993
44,401
Less: Company’s portion available to be withdrawn to pay taxes
(534,953)
(1,344,722)
Less: Company’s portion available to be withdrawn for working capital purposes
(194,600)
(241,375)
Net income allocable to Class A common stock subject to possible redemption
$
1,230,480
$
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
58,723,869
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.02
$
0.08
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss
$
(72,459,185)
$
(14,682,592)
Less: Income attributable to Class A common stock subject to possible redemption
(1,230,480)
(4,868,674)
Non-redeemable net loss
$
(73,689,665)
$
(19,551,226)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
27,526,131
21,438,529
Basic and diluted net loss per common share, Non-redeemable common stock
$
(2.68)
$
(0.91)

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
Convertible Promissory Note [Member]
Summary of the changes in the fair valueFair value as of January 1, 2021
$
1,604,359
Change in valuation inputs and other assumptions
27,624
Fair value as of March 31, 2021
$
1,632,013
Fair value as of January 1, 2020
$

Initial measurement on November 2, 2020
1,493,877
Change in valuation inputs and other assumptions
110,482
Fair value as of December 31, 2020
$
1,604,359

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
Prosus Agreement [Member]
Summary of the changes in the fair valueFair value as of January 1, 2021
$
50,481,190
Change in valuation inputs and other assumptions
(25,948,777)
Fair value as of March 31, 2021
$
24,532,413
Fair value as of January 1, 2020
$

Initial measurement on October 12, 2020
71,969,454
Change in valuation inputs and other assumptions
(21,488,264)
Fair value as of December 31, 2020
$
50,481,190

INCOME TAX (Tables)

INCOME TAX (Tables)12 Months Ended
Dec. 31, 2020
INCOME TAX
Schedule of company's net deferred tax liabilityThe 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 provisionThe 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 rateA 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
%
%
Transaction costs attributable to Initial Public Offering
%
(1.8)
%
Loss on conversion option liability
(0.5)
%
%
Loss on warrant liability
(6.3)
%
(28.5)
%
Loss on Prosus agreement
(14.7)
%
%
Valuation allowance
(0.2)
%
%
Income tax provision
(0.7)
%
(9.3)
%

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
FAIR VALUE MEASUREMENTS
Schedule of assets measured at fair value on a recurring basisThe following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
March 31,
December 31,
Description
Level
2021
2020
Assets:
Marketable securities held in Trust Account
1
$
697,018,229
$
696,957,196
Liabilities:
Warrant liability-Public Warrants
1
33,810,000
45,310,000
Warrant liability-Private Placement Warrants
3
26,702,000
32,548,000
Prosus Agreement liability
3
24,532,413
50,481,190
Conversion option liability
3
1,632,013
1,604,359
The following table presents information about the Company’s assets and liabilities 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
Liabilities:
Warrant Liabilities – Public Warrants
1
45,310,000
32,660,000
Warrant Liabilities – Private Placement Warrants
3
32,548,000
23,700,000
Prosus subscription agreement liability
3
50,481,190

Conversion option liability
3
1,604,359
Schedule of fair value of warrant liabilitiesPrivate Placement
Public
Warrants
Warrants
Warrant Liabilities
January 1, 2021
$
32,548,000
$
45,310,000
$
77,858,000
Change in valuation inputs or other assumptions
(5,846,000)
(11,500,000)
(17,346,000)
Fair value as of March 31, 2021
26,702,000
33,810,000
60,512,000
Private Placement
Public
Warrant Liabilities
Fair value as of April 11, 2019 (inception)
$

$

$

Initial measurement on July 1, 2019
15,800,000
22,310,000
38,110,000
Change in valuation inputs or other assumptions
7,900,000
10,350,000
18,250,000
Fair value as of December 31, 2019
23,700,000
32,660,000
56,360,000
Change in valuation inputs and other assumptions
8,848,000
12,650,000
21,498,000
Fair value as of December 31, 2020
$
32,548,000
$
45,310,000
$
77,858,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)Jul. 01, 2019May 31, 2019Mar. 31, 2021Mar. 31, 2020Dec. 31, 2019Dec. 31, 2019Dec. 31, 2020Apr. 10, 2019Dec. 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 Warrants15,800,000
Transaction Cost Related To Issuance Of Common Stock $ 34,319,807
Underwriting Fees12,212,000
Underwriting Discount12,212,000
Deferred Underwriting Discount Payable Non current21,371,000
Other Offering Costs Related To Issuance Of Common Stock736,807
Other Costs Related To Issuance Of Common Stock736,807
Cash $ 2,382,560 $ 2,014,521 $ 2,238,275 $ 2,238,275 $ 3,873,865 $ 2,238,275 $ 0
Working capital1,182,603
Amount deposited in Trust Account $ 7,018,000
Working Capital Requirement Fund Annual Limit $ 250,000
Temporary Equity, Redemption Price Per Share $ 10
Maximum Percentage Of Shares Eligible From Redemption15.00%
Dissolution Expenses Payable $ 100,000
IPO [Member]
Stock Issued During Period, Shares, New Issues69,000,000
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 Issues9,000,000
Shares Issued, Price Per Share $ 10
Private Placement [Member]
Number Of Warrants Issued15,800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1
Proceeds from Issuance of Warrants $ 15,800,000
Churchill Sponsor LLC [Member]
Business Combination Aggregate Fair Market Value On Assets Held In Trust Percentage80.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets $ 5,000,001
Class B Common Stock [Member]
Stock Issued During Period, Shares, New Issues8,625,000 0 17,250,000

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)3 Months Ended6 Months Ended9 Months Ended12 Months Ended
Mar. 31, 2021Sep. 30, 2020Jun. 30, 2020Mar. 31, 2020Sep. 30, 2019Jun. 30, 2020Sep. 30, 2019Sep. 30, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019Jul. 01, 2019Apr. 10, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Tender offer provision (as a percentage)50.00%
CONDENSED BALANCE SHEETS
Total Liabilities $ 110,392,112 $ 77,998,123 $ 153,546,310 $ 77,998,123
Class A Common stock subject to possible redemption, 53,712,502 and 61,025,925 shares at redemption value as of December 31, 2020 and 2019, respectively584,119,845 614,838,229 542,379,040 614,838,229
Additional paid-in capital50,398,148 19,680,076 92,138,533 19,680,076
Retained Earnings (Accumulated Deficit)(45,400,976)(14,682,592)(87,141,777)(14,682,592)
Total Stockholders' Equity $ 5,000,006 $ 5,000,009 $ 5,000,006 $ 5,000,010 $ 5,000,006 $ 0
Number of Class A common stock subject to redemption57,909,708 61,025,925 53,712,502 61,025,925
CONDENSED STATEMENTS OF OPERATIONS
Net income (loss) $ 41,740,801 $ (8,823,514) $ (53,585,867) $ (16,497,280) $ (25,340,816) $ (14,682,592) $ (72,459,185) $ (14,682,592)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption53,712,502 61,025,925
Basic and diluted net income per share $ 0 $ 0.02
Basic and diluted weighted average shares outstanding, Non-redeemable common stock32,537,498 25,224,075 21,438,529 27,526,131
Basic and diluted net loss per share, Non-redeemable common stock $ 1.28 $ (0.41) $ (0.91) $ (2.68)
CONDENSED STATEMENTS OF CASH FLOWS
Net income (loss) $ 41,740,801 $ (8,823,514)(53,585,867)(16,497,280)(25,340,816) $ (14,682,592) $ (72,459,185)(14,682,592)
Transaction costs attributable to the Initial Public Offering(1,125,634)(1,125,634)(1,125,634)
Loss on Derivative Liabilities(10,346,000)(54,982,000)(17,878,000)(26,644,000)(18,250,000)(73,583,549)
Initial classification of Class A common stock subject to redemption628,390,190 628,390,190 628,390,190
Change in value of Class A common stock subject to possible redemption(8,823,517)(53,585,866)(15,366,651)(25,340,815)(13,551,961)(72,459,189)
Class A Common Stock [Member]
CONDENSED BALANCE SHEETS
Class A Common Stock1,109 797 1,529 797
Total Stockholders' Equity1,109 900 797 1,529 797 $ 0
CONDENSED STATEMENTS OF OPERATIONS
Net income (loss)0 0 $ 0 $ 0
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption61,961,631 58,723,869
Basic and diluted net income per share $ 0.08 $ 0.03
CONDENSED STATEMENTS OF CASH FLOWS
Net income (loss) $ 0 0 $ 0 $ 0
As Previously Reported
CONDENSED BALANCE SHEETS
Total Liabilities $ 21,689,446 $ 21,739,976 21,805,994 $ 21,438,614 21,739,976 21,438,614 21,689,446 21,638,123 23,602,761 21,638,123 $ 21,509,982
Class A Common stock subject to possible redemption, 53,712,502 and 61,025,925 shares at redemption value as of December 31, 2020 and 2019, respectively672,501,414 672,594,363 672,720,712 669,011,539 672,594,363 669,011,539 672,501,414 671,198,229 672,322,591 671,198,229 666,500,190
Additional paid-in capital219,294 126,347 2,491,696 126,347 2,491,696 219,294 305,001 398,119 305,001 5,003,043
Retained Earnings (Accumulated Deficit)4,778,742 4,871,691 4,998,044 2,506,354 4,871,691 2,506,354 4,778,742 4,693,042 4,599,922 4,693,042 (5,000)
Total Stockholders' Equity $ 5,000,005 $ 5,000,005 $ 5,000,009 $ 5,000,008 $ 5,000,005 $ 5,000,008 $ 5,000,005 $ 5,000,006 $ 5,000,008 $ 5,000,006 $ 5,000,003
Number of Class A common stock subject to redemption66,563,478 66,584,915 66,602,417 66,673,530 66,584,915 66,673,530 66,563,478 66,619,951 66,580,981 66,619,951 66,650,019
CONDENSED STATEMENTS OF OPERATIONS
Net income (loss) $ (92,949) $ (126,353) $ 1,522,486 $ 2,507,354 $ 1,396,133 $ 2,506,354 $ 1,303,184 $ 4,693,042 $ 1,124,364
Basic and diluted weighted average shares outstanding, Non-redeemable common stock19,686,364 19,664,749 19,630,049 19,549,981 19,647,399 17,433,711 19,660,482 18,180,430 19,657,411
Basic and diluted net loss per share, Non-redeemable common stock $ 0 $ (0.01) $ 0 $ 0 $ (0.01) $ 0 $ (0.02) $ (0.01) $ (0.02)
CONDENSED STATEMENTS OF CASH FLOWS
Net income (loss) $ (92,949) $ (126,353) $ 1,522,486 $ 2,507,354 $ 1,396,133 $ 2,506,354 $ 1,303,184 $ 4,693,042 $ 1,124,364
Initial classification of Class A common stock subject to redemption666,500,190 666,500,190
Change in value of Class A common stock subject to possible redemption1,522,483 1,396,134 2,511,349 1,303,185 4,698,039 1,124,362
As Previously Reported | Class A Common Stock [Member]
CONDENSED BALANCE SHEETS
Class A Common Stock $ 244 $ 242 $ 240 $ 233 $ 242 $ 233 $ 244 $ 238 $ 242 $ 238 $ 235
CONDENSED STATEMENTS OF OPERATIONS
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption66,563,636 66,585,251 66,619,951 66,650,019 66,602,601 66,650,019 66,589,518 66,661,839 66,592,589
Basic and diluted net income per share $ 0 $ 0 $ 0.02 $ 0.04 $ 0.02 $ 0.04 $ 0.02 $ 0.07 $ 0.02
Restatement Adjustment
CONDENSED BALANCE SHEETS
Total Liabilities $ 83,004,000 $ 111,342,000 $ 66,706,000 $ 55,988,000 $ 111,342,000 $ 55,988,000 $ 83,004,000 $ 56,360,000 $ 129,943,549 56,360,000 38,110,000
Class A Common stock subject to possible redemption, 53,712,502 and 61,025,925 shares at redemption value as of December 31, 2020 and 2019, respectively(83,004,000)(111,342,000)(66,706,000)(55,988,000)(111,342,000)(55,988,000)(83,004,000)(56,360,000)(129,943,551)(56,360,000)(38,110,000)
Additional paid-in capital44,801,329 73,139,048 28,503,490 19,003,076 73,139,048 19,003,076 44,801,329 19,375,075 91,740,414 19,375,075 1,125,253
Retained Earnings (Accumulated Deficit) $ (44,802,150) $ (73,140,150) $ (28,504,150) $ (19,003,634) $ (73,140,150) $ (19,003,634) $ (44,802,150) $ (19,375,634)(91,741,699) $ (19,375,634) $ (1,125,634)
Total Stockholders' Equity $ 2
Number of Class A common stock subject to redemption(8,215,648)(11,022,539)(6,604,198)(5,579,751)(11,022,539)(5,579,751)(8,215,648)(5,594,026)(12,868,479)(5,594,026)(3,811,000)
CONDENSED STATEMENTS OF OPERATIONS
Net income (loss) $ 28,338,000 $ (44,636,000) $ (10,346,000) $ (19,003,634) $ (54,982,000) $ (19,003,634) $ (26,644,000) $ (19,375,634) $ (73,583,549)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock11,001,260 6,587,032 5,594,026 3,769,576 6,090,529 2,016,285 7,739,388 3,258,099 7,868,720
Basic and diluted net loss per share, Non-redeemable common stock $ 0.92 $ (1.70) $ (0.41) $ (0.81) $ (2.13) $ (0.98) $ (0.96) $ (0.90) $ (2.67)
CONDENSED STATEMENTS OF CASH FLOWS
Net income (loss) $ 28,338,000 $ (44,636,000) $ (10,346,000) $ (19,003,634) $ (54,982,000) $ (19,003,634) $ (26,644,000) $ (19,375,634) $ (73,583,549)
Transaction costs attributable to the Initial Public Offering(1,125,634)(1,125,634)
Loss on Derivative Liabilities(10,346,000)(54,982,000)(17,878,000)(26,644,000)(18,250,000)(73,583,549)
Initial classification of Class A common stock subject to redemption(38,110,000)(38,110,000)
Change in value of Class A common stock subject to possible redemption(10,346,000)(54,982,000)(17,878,000)(26,644,000)(18,250,000)(73,583,551)
Restatement Adjustment | Class A Common Stock [Member]
CONDENSED BALANCE SHEETS
Class A Common Stock $ 821 $ 1,102 $ 660 $ 558 $ 1,102 $ 558 $ 821 $ 559 $ 1,287 $ 559 $ 381
CONDENSED STATEMENTS OF OPERATIONS
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption(11,001,260)(6,587,032)(5,594,026)(3,811,000)(6,090,529)(3,811,000)(7,739,388)(4,700,208)(7,868,720)
Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.01 $ 0.01
Restatement of derivative liabilities
CONDENSED BALANCE SHEETS
Total Liabilities $ 104,693,446 $ 133,081,976 $ 88,511,994 $ 77,426,614 $ 133,081,976 $ 77,426,614 $ 104,693,446 $ 77,998,123 $ 153,546,310 77,998,123 59,619,982
Class A Common stock subject to possible redemption, 53,712,502 and 61,025,925 shares at redemption value as of December 31, 2020 and 2019, respectively589,497,414 561,252,363 606,014,712 613,023,539 561,252,363 613,023,539 589,497,414 614,838,229 542,379,040 614,838,229 628,390,190
Additional paid-in capital45,020,623 73,265,395 28,503,490 21,494,772 73,265,395 21,494,772 45,020,623 19,680,076 92,138,533 19,680,076 6,128,296
Retained Earnings (Accumulated Deficit)(40,023,408)(68,268,459)(23,506,106)(16,497,280)(68,268,459)(16,497,280)(40,023,408)(14,682,592)(87,141,777)(14,682,592)(1,130,634)
Total Stockholders' Equity $ 5,000,005 $ 5,000,005 $ 5,000,009 $ 5,000,008 $ 5,000,005 $ 5,000,008 $ 5,000,005 $ 5,000,006 $ 5,000,010 $ 5,000,006 $ 5,000,003
Number of Class A common stock subject to redemption58,347,830 55,562,376 59,998,219 61,093,779 55,562,376 61,093,779 58,347,830 61,025,925 53,712,502 61,025,925 62,839,019
CONDENSED STATEMENTS OF OPERATIONS
Net income (loss) $ 28,245,051 $ (44,762,353) $ (8,823,514) $ (16,496,280) $ (53,585,867) $ (16,497,280) $ (25,340,816) $ (14,682,592) $ (72,459,185)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock30,687,624 26,251,781 25,224,075 23,319,557 25,737,928 19,449,996 27,399,870 21,438,529 27,526,131
Basic and diluted net loss per share, Non-redeemable common stock $ 0.92 $ (1.71) $ (0.41) $ (0.81) $ (2.14) $ (0.98) $ (0.98) $ (0.91) $ (2.68)
CONDENSED STATEMENTS OF CASH FLOWS
Net income (loss) $ 28,245,051 $ (44,762,353) $ (8,823,514) $ (16,496,280) $ (53,585,867) $ (16,497,280) $ (25,340,816) $ (14,682,592) $ (72,459,185)
Restatement of derivative liabilities | Class A Common Stock [Member]
CONDENSED BALANCE SHEETS
Class A Common Stock $ 1,065 $ 1,344 $ 900 $ 791 $ 1,344 $ 791 $ 1,065 $ 797 $ 1,529 $ 797 $ 616
CONDENSED STATEMENTS OF OPERATIONS
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption55,562,376 59,998,219 61,025,925 62,839,019 60,512,072 62,839,019 58,850,130 61,961,631 58,723,869
Basic and diluted net income per share $ 0 $ 0 $ 0.02 $ 0.04 $ 0.03 $ 0.04 $ 0.03 $ 0.08 $ 0.03

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per common share (Details) - USD ($)3 Months Ended6 Months Ended9 Months Ended12 Months Ended
Mar. 31, 2021Mar. 31, 2020Jun. 30, 2020Sep. 30, 2019Sep. 30, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income $ 59,701 $ 2,250,075 $ 2,516,752 $ 6,639,430
Unrealized gain (loss) on investments held in Trust Account1,332 (20,917) $ 45,988 1,276 45,988
Net income (loss) $ 41,740,801 $ (8,823,514) $ (53,585,867) $ (16,497,280) $ (25,340,816) $ (14,682,592) $ (72,459,185)(14,682,592)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding32,537,498 25,224,075 21,438,529 27,526,131
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0 $ 0.02
Numerator: Net loss minus net earnings
Net income $ 41,740,801 $ (8,823,514) $ (53,585,867) $ (16,497,280) $ (25,340,816) $ (14,682,592) $ (72,459,185) $ (14,682,592)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock32,537,498 25,224,075 21,438,529 27,526,131
Basic and diluted net loss per share, Non-redeemable common stock $ 1.28 $ (0.41) $ (0.91) $ (2.68)
Class A Common Stock Subject to Possible Redemption [Member]
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income $ 50,107 $ 1,956,529 $ 6,410,370 $ 1,959,040
Unrealized gain (loss) on investments held in Trust Account1,118 (18,188)44,401 993
Less: Company's portion available to be withdrawn to pay taxes(43,998)(395,474)(1,344,722)(534,953)
Less: Company's portion available to be withdrawn for working capital purposes $ (7,227) $ (217,385)(241,375)(194,600)
Net income (loss) $ 4,868,674 $ 1,230,480
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding53,712,502 61,025,925 61,961,631 58,723,869
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0 $ 0.02 $ 0.08 $ 0.02
Numerator: Net loss minus net earnings
Net income $ 4,868,674 $ 1,230,480
Less: Income attributable to Class A common stock subject to possible redemption $ (1,325,482)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock53,712,502 61,025,925 61,961,631 58,723,869
Non-Redeemable Common Stock [Member]
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Net income (loss) $ 41,740,801 $ (8,823,514) $ (14,682,592) $ (72,459,185)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding32,537,498 25,224,075 21,438,529 27,526,131
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 1.28 $ (0.40)
Numerator: Net loss minus net earnings
Net income $ 41,740,801 $ (8,823,514) $ (14,682,592) $ (72,459,185)
Less: Income attributable to Class A common stock subject to possible redemption(1,325,482)(4,868,674)(1,230,480)
Non-Redeemable Net Income Loss $ 41,740,801 $ (10,148,996) $ (19,551,226) $ (73,689,665)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock32,537,498 25,224,075 21,438,529 27,526,131
Basic and diluted net loss per share, Non-redeemable common stock $ (0.91) $ (2.68)
Class B Common Stock [Member]
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Net income (loss) $ 0 $ 0 $ 0 $ 0
Numerator: Net loss minus net earnings
Net income $ 0 $ 0 $ 0 $ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)3 Months Ended12 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
Cash Withdrawn From Trust Account $ 0 $ 856,250
Unrecognized Tax Benefits0 0 $ 0
Accrued Interest and Penalty0 0 $ 0
Cash, FDIC Insured Amount $ 250,000 $ 250,000
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent21.00%21.00%21.00%21.00%
Effective Income Tax Rate Reconciliation, Percent(0.70%)(9.30%)
US Treasury Bill Securities [Member]
Cash Withdrawn From Trust Account $ 2,246,250 $ 2,246,250
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount38,800,000 38,800,000

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / sharesNov. 10, 2020Jul. 01, 2019Dec. 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 Issues69,000,000
Shares Issued, Price Per Share $ 10
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues9,000,000
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 Issues0
Class A Common Stock [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues10,000,000
Class A Common Stock [Member] | Private Placement [Member]
Stock Issued During Period, Shares, New Issues1
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)Jul. 01, 2019Dec. 31, 2019
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.50
Proceeds from Issuance of Warrants $ 15,800,000
Private Placement [Member]
Number Of Warrants Issued15,800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1
Proceeds from Issuance of Warrants $ 15,800,000
Class A Common Stock [Member] | Private Placement [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Convertible Promissory Note [Member] - USD ($)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020Nov. 02, 2020
Probability for consummation of business combination85.00%85.00%
Fair value as of January 1, 2021 $ 1,604,359 $ 0
Initial measurement on November 2, 20201,493,877
Change in valuation inputs and other assumptions27,624 110,482
Fair value as of March 31, 2021 $ 1,632,013 $ 1,604,359

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)Nov. 10, 2020Jul. 01, 2019Jun. 26, 2019Jun. 07, 2019Apr. 29, 2019May 31, 2019Mar. 31, 2021Mar. 31, 2020Dec. 31, 2019Dec. 31, 2020Jan. 31, 2021Nov. 02, 2020
Stock Issued During Period, Value, New Issues $ 25,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation53,712,502 61,025,925
Share Price $ 18 $ 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 $ 1,500,000
Debt Instrument, Convertible, Conversion Price $ 1 $ 1
Warrants price $ 11.50
Convertible Promissory Note [Member]
Aggregate principal amount to be issued $ 1,500,000 $ 1,500,000 $ 1,500,000
Additional Paid in Capital [Member]
Stock Issued During Period, Value, New Issues23,275
Accumulated Deficit [Member]
Stock Issued During Period, Value, New Issues0
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues9,000,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation2,250,000
IPO [Member]
Stock Issued During Period, Shares, New Issues69,000,000
Related Party Loan [Member]
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party $ 60,000 $ 60,000 $ 123,333 $ 240,000
Sponsor [Member]
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation2,250,000 2,250,000
Equity Method Investment, Ownership Percentage20.00%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 Issues0
Stock Issued During Period, Value, New Issues $ 0
Common Stock, Shares, Outstanding11,090,292 7,974,075 15,287,498 3,840,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation61,961,631 58,723,869
Share Price $ 12 $ 12
Class A Common Stock [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues10,000,000
Class B Common Stock [Member]
Stock Issued During Period, Shares, New Issues8,625,000 0 17,250,000
Stock Issued During Period, Value, New Issues $ 25,000 $ 1,725
Dividends Common Stock Dividends Per Share $ 1
Common Stock, Shares, Outstanding17,250,000 11,500,000 17,250,000 17,250,000 17,250,000 160,000

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)3 Months Ended9 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2019Dec. 31, 2020Oct. 12, 2020
Fair value as of beginning period $ 77,858,000 $ 56,360,000
Initial measurement on October 12, 202038,110,000
Change in valuation inputs or other assumptions(17,346,000)18,250,000 21,498,000
Fair value as of Ending period60,512,000 56,360,000 $ 77,858,000
Prosus Agreement [Member]
Probability for consummation of business combination85.00%85.00%
Fair value as of beginning period50,481,190 $ 0
Initial measurement on October 12, 202071,969,454
Change in valuation inputs or other assumptions(25,948,777)(21,488,264)
Fair value as of Ending period $ 24,532,413 $ 0 $ 50,481,190

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)Nov. 10, 2020Oct. 14, 2020Oct. 13, 2020Oct. 12, 2020Jul. 01, 2019Oct. 31, 2020May 31, 2019Mar. 31, 2021Mar. 31, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Deferred Underwriting Fees Payable $ 21,371,000 $ 21,371,000
Deferred Underwriting Discount, Shares7,940,000
Deferred Underwriting Upfront Payment $ 1,588,000
Debt Issuance Costs, Net $ 2,779,000
Nominal value per share $ 10
Aggregate redemption price41,740,805 $ 614,838,229 (72,459,189)
Proceeds from Issuance Initial Public Offering $ 677,788,000
Current Liabilities Accounts payable and accrued expenses $ 745,986 $ 257,466 $ 635,483 $ 257,466
Warrants price11.50
Percentage of investment and beneficially owns outstanding20.00%20.00%
IPO [Member]
Nominal value per share $ 10
Newly issued shares69,000,000
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 $ 0.0001
Aggregate redemption price $ 420 $ 6,103 $ (732)
Newly issued shares0
Class A Common Stock [Member] | IPO [Member]
Newly issued shares10,000,000
Class B Common Stock [Member]
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Aggregate redemption price $ 0 $ 0 $ 0
Newly issued shares8,625,000 0 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
Advanced for expenses incurred $ 2,000,000
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 $ 11.50
Equity interests on issued and outstanding100.00%100.00%
Aggregate warrants to be issued5,000,000 5,000,000
Prosus Agreement [Member] | Class A Common Stock [Member]
Nominal value per share $ 10
Newly issued shares40,000,000
Prosus Agreement [Member] | Class A Common Stock [Member] | IPO [Member]
Nominal value per share $ 10
Newly issued shares50,000,000
Proceeds from Issuance Initial Public Offering $ 500,000,000
SuRo Subscription Agreement [Member]
Nominal value per share $ 10
Newly issued shares1,000,000
Lodbrok Subscription Agreement [Member]
Nominal value per share $ 10
Newly issued shares2,000,000
Service Provider Agreement [Member]
Success fee $ 150,000 $ 150,000
Consulting fees $ 332,476 222,742
Current Liabilities Accounts payable and accrued expenses $ 9,975

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / sharesMar. 31, 2021Jan. 31, 2021Dec. 31, 2020Oct. 12, 2020Dec. 31, 2019Jun. 26, 2019Jun. 07, 2019
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized1,000,000 1,000,000 1,000,000
Preferred Stock, Shares Issued0 0 0
Preferred Stock, Shares Outstanding0 0 0
Sponsor [Member]
Equity Method Investment, Ownership Percentage20.00%20.00%
Class A Common Stock [Member]
Common Stock, Shares Authorized200,000,000 200,000,000 200,000,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares, Issued11,090,292 15,287,498 7,974,075
Common Stock, Shares, Outstanding11,090,292 3,840,000 15,287,498 7,974,075
Common Stock, Redemption Shares57,909,708 53,712,502 61,025,925
Class B Common Stock [Member]
Common Stock, Shares Authorized20,000,000 20,000,000 20,000,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares, Issued17,250,000 17,250,000 17,250,000
Common Stock, Shares, Outstanding17,250,000 160,000 17,250,000 17,250,000 17,250,000 11,500,000

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details) - $ / shares3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
WARRANT LIABILITY
Class of Warrant or Right Warrants Expiration Period5 years5 years
Class of Warrant or Right Warrants Redemption Price $ 0.01 $ 0.01
Share Price $ 18 $ 18

INCOME TAX - Company's net defe

INCOME TAX - Company's net deferred tax liability (Details) - USD ($)Dec. 31, 2020Dec. 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 ($)3 Months Ended9 Months Ended12 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Federal
Current expense $ 495,442 $ 1,237,860
Deferred (benefit) expense(157,029)9,657
State
Change in valuation allowance148,348
Income tax provision $ 2,422 $ 404,809 $ 1,247,517 $ 486,761 $ 1,247,517

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of federal income tax rate (Details)3 Months Ended12 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
INCOME TAX
Statutory federal income tax rate21.00%21.00%21.00%21.00%
State taxes, net of federal tax benefit0.00%0.00%
Transaction costs attributable to Initial Public Offering0.00%(1.80%)
Loss on conversion option liability(0.50%)0.00%
Loss on warrant liability(6.30%)(28.50%)
Loss on Prosus agreement(14.70%)0.00%
Valuation allowance(0.20%)0.00%
Income tax provision(0.70%)(9.30%)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)Mar. 31, 2021Dec. 31, 2020Dec. 31, 2019
Level 1
Assets:
Cash and marketable securities held in Trust Account $ 697,018,229 $ 696,957,196 $ 695,295,418
Level 3
Liabilities:
Prosus subscription agreement liability24,532,413 50,481,190
Conversion option liability1,632,013 1,604,359
Private Placement Warrants | Level 3
Liabilities:
Warrant Liabilities26,702,000 32,548,000 23,700,000
Public Warrants | Level 1
Liabilities:
Warrant Liabilities $ 33,810,000 $ 45,310,000 $ 32,660,000

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value of warrant liabilities (Details) - USD ($)3 Months Ended9 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2019Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period $ 77,858,000 $ 56,360,000
Initial measurement on July 1, 201938,110,000
Change in valuation inputs or other assumptions(17,346,000)18,250,000 21,498,000
Fair value as of Ending period60,512,000 56,360,000 77,858,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period32,548,000 23,700,000
Initial measurement on July 1, 201915,800,000
Change in valuation inputs or other assumptions(5,846,000)7,900,000 8,848,000
Fair value as of Ending period26,702,000 23,700,000 32,548,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period45,310,000 32,660,000
Initial measurement on July 1, 201922,310,000
Change in valuation inputs or other assumptions(11,500,000)10,350,000 12,650,000
Fair value as of Ending period $ 33,810,000 $ 32,660,000 $ 45,310,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Mar. 31, 2021Dec. 31, 2020
Current assets
Cash $ 2,382,560 $ 3,873,865
Prepaid expenses111,174 94,299
Total Current Assets2,493,734 3,968,164
Marketable securities held in Trust Account697,018,229 696,957,196
TOTAL ASSETS699,511,963 700,925,360
Current liabilities
Accounts payable and accrued expenses745,986 635,483
Income taxes payable98,700 95,302
Convertible promissory note-related party3,132,013 3,104,359
Total Current Liabilities3,976,699 3,835,144
Deferred income tax payable0 976
Deferred underwriting fee payable21,371,000 21,371,000
Derivative liabilities85,044,413 128,339,190
Total Liabilities110,392,112 153,546,310
Commitments and Contingencies
Class A common stock subject to possible redemption, 57,909,708 and 53,712,502 shares at redemption value at as of March 31, 2021 and December 31, 2020, respectively584,119,845 542,379,040
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital50,398,148 92,138,533
Accumulated deficit(45,400,976)(87,141,777)
Total Stockholders' Equity5,000,006 5,000,010
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY699,511,963 700,925,360
Class A Common Stock [Member]
Stockholders' Equity
Common stock value1,109 1,529
Total Stockholders' Equity1,109 1,529
Class B Common Stock [Member]
Stockholders' Equity
Common stock value1,725 1,725
Total Stockholders' Equity $ 1,725 $ 1,725

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesMar. 31, 2021Jan. 31, 2021Dec. 31, 2020Oct. 12, 2020Dec. 31, 2019Jun. 26, 2019Jun. 07, 2019
Temporary Equity, Shares Outstanding57,909,708 53,712,502 61,025,925
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized1,000,000 1,000,000 1,000,000
Preferred Stock, Shares Issued0 0 0
Preferred Stock, Shares Outstanding0 0 0
Class A Common Stock [Member]
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares Authorized200,000,000 200,000,000 200,000,000
Common Stock, Shares, Issued11,090,292 15,287,498 7,974,075
Common Stock, Shares, Outstanding11,090,292 3,840,000 15,287,498 7,974,075
Common Stock, Redemption Shares57,909,708 53,712,502 61,025,925
Class B Common Stock [Member]
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares Authorized20,000,000 20,000,000 20,000,000
Common Stock, Shares, Issued17,250,000 17,250,000 17,250,000
Common Stock, Shares, Outstanding17,250,000 160,000 17,250,000 17,250,000 17,250,000 11,500,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
CONDENSED STATEMENTS OF OPERATIONS
Operating and formation costs $ 1,584,933 $ 301,863
Loss from operations(1,584,933)(301,863)
Other income (expense):
Interest earned on marketable securities held in Trust Account59,701 2,250,075
Gain (loss) on derivative liabilities43,267,123 (10,346,000)
Unrealized gain (loss) on marketable securities held in Trust Account1,332 (20,917)
Other income, net43,328,156 (8,116,842)
Income (loss) before income taxes41,743,223 (8,418,705)
Provision for income taxes(2,422)(404,809)
Net income (loss) $ 41,740,801 $ (8,823,514)
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption53,712,502 61,025,925
Basic and diluted net income per share $ 0 $ 0.02
Basic and diluted weighted average shares outstanding, Non-redeemable common stock32,537,498 25,224,075
Basic and diluted net income (loss) per share, Non-redeemable common stock $ 1.28 $ (0.41)

CONDENSED STATEMENT OF CHANGE_3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)Class A Common Stock [Member]Class B Common Stock [Member]Additional Paid in Capital [Member]Accumulated Deficit [Member]Total
Balance at Apr. 10, 2019 $ 0 $ 0 $ 0 $ 0 $ 0
Balance (in shares) at Apr. 10, 20190 0
Net income(16,497,280)
Balance at Apr. 10, 2019 $ 0 $ 0 0 0 0
Balance (in shares) at Apr. 10, 20190 0
Change in value of common stock subject to redemption (in shares)(61,025,925)0
Change in value of Class A common stock subject to redemption $ (6,103) $ 0 (614,832,126)0 (614,838,229)
Net income0 0 0 (14,682,592)(14,682,592)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Change in value of common stock subject to redemption $ 103 $ 0 8,823,414 0 8,823,517
Change in value of common stock subject to redemption (in shares)1,027,706
Net income $ 0 0 0 (8,823,514)(8,823,514)
Balance at Mar. 31, 2020 $ 900 $ 1,725 28,503,490 (23,506,106)5,000,009
Balance (in shares) at Mar. 31, 20209,001,781 17,250,000
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Net income(53,585,867)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Net income(25,340,816)
Balance at Dec. 31, 2019 $ 797 $ 1,725 19,680,076 (14,682,592)5,000,006
Balance (in shares) at Dec. 31, 20197,974,075 17,250,000
Change in value of Class A common stock subject to redemption $ 732 $ 0 72,458,457 0 72,459,189
Net income0 0 0 (72,459,185)(72,459,185)
Balance at Dec. 31, 2020 $ 1,529 $ 1,725 92,138,533 (87,141,777)5,000,010
Balance (in shares) at Dec. 31, 202015,287,498 17,250,000
Balance at Mar. 31, 2020 $ 900 $ 1,725 28,503,490 (23,506,106)5,000,009
Balance (in shares) at Mar. 31, 20209,001,781 17,250,000
Balance at Dec. 31, 2020 $ 1,529 $ 1,725 92,138,533 (87,141,777)5,000,010
Balance (in shares) at Dec. 31, 202015,287,498 17,250,000
Change in value of common stock subject to redemption (in shares)(4,197,206)0
Change in value of Class A common stock subject to redemption $ (420) $ 0 (41,740,385)0 (41,740,805)
Net income0 0 0 41,740,801 41,740,801
Balance at Mar. 31, 2021 $ 1,109 $ 1,725 $ 50,398,148 $ (45,400,976) $ 5,000,006
Balance (in shares) at Mar. 31, 202111,090,292 17,250,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Cash Flows from Operating Activities:
Net income (loss) $ 41,740,801 $ (8,823,514)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account(59,701)(2,250,075)
(Gain) loss on derivative liabilities(43,267,123)10,346,000
Unrealized gain on marketable securities held in Trust Account(1,332)20,917
Deferred income tax benefit(976)(14,050)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets(16,875)(12,950)
Prepaid income taxes0 27,140
Accounts payable and accrued expenses110,503 (54,191)
Income taxes payable3,398 231,719
Net cash used in operating activities(1,491,305)(529,004)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay for franchise and income taxes0 305,250
Net cash provided by investing activities0 305,250
Cash Flows from Financing Activities:
Net Change in Cash(1,491,305)(223,754)
Cash-Beginning of period3,873,865 2,238,275
Cash-End of period2,382,560 2,014,521
Supplemental cash flow information:
Cash paid for income taxes373,000 160,000
Non-Cash investing and financing activities:
Change in value of Class A common stock subject to possible redemption $ (30,718,384) $ (8,823,517)

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 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 March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company 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 of 1940, as amended, (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 meeting the conditions of Rule 2a‑7 of 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 7). 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 6) 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 7) 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.
Liquidity
The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of March 31, 2021, the Company had $2,382,560 in its operating bank accounts, $697,018,229 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and adjusted working capital of $1,182,603, which amount excludes interest earned which may withdrawn from the Company’s Trust Account to pay its franchise and income taxes. As of March 31, 2021, approximately $7,018,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company's tax obligations. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs for a reasonable period of time, which is considered to be one year from the issuance date of the condensed financial statements.
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 7). 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 4.
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 5.
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 7). 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 6) 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 7) 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 ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 11, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
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 statement 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 condensed 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through March 31, 2021, 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 no amounts were withdrawn during the three months ended March 31, 2021.
Derivative Liabilities
The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.
For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations.
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 March 31, 2021 and December 31, 2020. 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. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021 and 2020, due to the valuation allowance recorded on the Company's net operating losses and permanent differences.
Net income (Loss) per Share
Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial 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 share. Net income (loss) per 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 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 common stock is calculated by dividing the net income (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 common stock 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 non-redeemable shares’ proportionate interest.
The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):
Three Months Ended
Three Months Ended
March 31,
March 31,
2021
2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income
$
50,107
$
1,956,529
Unrealized gain (loss) on investments held in Trust Account
1,118
(18,188)
Less: Company's portion available to be withdrawn to pay taxes
(43,998)
(395,474)
Less: Company's portion available to be withdrawn for working capital purposes
(7,227)
(217,385)
Net income allocable to Class A common stock subject to possible redemption
$

$
1,325,482
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
53,712,502
61,025,925
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.00
$
0.02
Non-Redeemable Common Stock
Numerator: Net Income (Loss) minus Net Earnings
Net income (loss)
$
41,740,801
$
(8,823,514)
Less: Income allocable to Class A common stock subject to possible redemption

(1,325,482)
Non-Redeemable Net Income (Loss)
$
41,740,801
$
(10,148,996)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
32,537,498
25,224,075
Basic and diluted net income (loss) per share, Non-redeemable Common stock
$
1.28
$
(0.40)
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 Corporation 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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company's derivative instruments (see Note 9).
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
NOTE 3. 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.
Derivative Liabilities
The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding.
For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations.
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
$
1,959,040
$
6,410,370
Unrealized gain on investments held in Trust Account
993
44,401
Less: Company’s portion available to be withdrawn to pay taxes
(534,953)
(1,344,722)
Less: Company’s portion available to be withdrawn for working capital purposes
(194,600)
(241,375)
Net income allocable to Class A common stock subject to possible redemption
$
1,230,480
$
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
58,723,869
61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption
$
0.02
$
0.08
Non-Redeemable Common Stock
Numerator: Net loss minus net earnings
Net loss
$
(72,459,185)
$
(14,682,592)
Less: Income attributable to Class A common stock subject to possible redemption
(1,230,480)
(4,868,674)
Non-redeemable net loss
$
(73,689,665)
$
(19,551,226)
Denominator: Weighted Average Non-redeemable common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
27,526,131
21,438,529
Basic and diluted net loss per common share, Non-redeemable common stock
$
(2.68)
$
(0.91)
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, except for the Company’s Derivative Instruments (see Note 6 and 11).
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_2

PUBLIC OFFERING3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERINGNOTE 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 an exercise price of $11.50 per share, subject to adjustment (see Note 8).
NOTE 4. 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 9).

PRIVATE PLACEMENT_2

PRIVATE PLACEMENT3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENTNOTE 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.
NOTE 5. 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_2

RELATED PARTY TRANSACTIONS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONSNOTE 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.
Administrative Support Agreement
The Company entered into an agreement, commencing on June 26, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $20,000 per month for office space, administrative and support services. For the three months ended March 31, 2021 and 2020, the Company incurred and paid $60,000 in fees for these services.
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 directors and officers 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 March31, 2021 and December 31, 2020, the outstanding balance under the Convertible Promissory Note amounted to an aggregate of $1,500,000.
The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 9). The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of November 2, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of conversion option:
Fair value as of January 1, 2021
$
1,604,359
Change in valuation inputs and other assumptions
27,624
Fair value as of March 31, 2021
$
1,632,013
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.
NOTE 6. 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 8.
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 from 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.
The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 11). The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of November 2, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of conversion option:
Fair value as of January 1, 2020
$

Initial measurement on November 2, 2020
1,493,877
Change in valuation inputs and other assumptions
110,482
Fair value as of December 31, 2020
$
1,604,359
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_3

COMMITMENTS AND CONTINGENCIES3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIESNOTE 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. In October 2020, the Company was advanced $2,000,000 for expenses incurred with the Skillsoft Merger. If the planned business combination is not completed, the Company would be required to refund any unused amount. For the year ended December 31, 2020 the Company had utilized the advance in connection with the Skillsoft Merger. As of the date of these financial statements, the advance is no longer refundable.
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 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”), pursuant to the Subscription Agreement, dated October 12, 2020, by and among Churchill, the Sponsor and MIH Edtech Investments (the “Prosus Agreement”). On February 16, 2021, MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus 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”).
As part of the Prosus Agreement, Prosus and the Company agreed to a strategic support agreement, pursuant to which Prosus will provide certain business development and investor relations support services in the event it exercises its option to make the Prosus Second Step Investment and beneficially owns at least 20% of the outstanding Churchill Class A common stock following closing of the Prosus PIPE Investment on a fully-diluted and as-converted basis. If Prosus consummates the Prosus PIPE Investment, it will also nominate an individual to serve as the chairman of Churchill’s Board. Pursuant to the Prosus Agreement, in connection with the consummation of the Second Step Prosus Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill Class A common stock equal to one-third of the number of shares of Churchill Class A common stock purchased in the Prosus PIPE Investment (the “Prosus Warrants”). The Prosus Warrants will have terms substantively identical to those included in the units offered in Churchill’s IPO.
The Company assessed the provisions of the Prosus Agreement under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on Prosus Agreement liability. The Prosus Agreement liability was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 9). The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Prosus Agreement liability is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of October 12, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of the Prosus Agreement liability:
Fair value as of January 1, 2021
$
50,481,190
Change in valuation inputs and other assumptions
(25,948,777)
Fair value as of March 31, 2021
$
24,532,413
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 three months ended March 31, 2021, the Company incurred $332,476 and paid of consulting fees.
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.
NOTE 7. 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. In October 2020, the Company was advanced $2,000,000 for expenses incurred with the Skillsoft Merger. If the planned business combination is not completed, the Company would be required to refund any unused amount. For the year ended December 31, 2020 the Company had utilized the advance in connection with the Skillsoft Merger. As of the date of these financial statements, the advance is no longer refundable.
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 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”), pursuant to the Subscription Agreement, dated October 12, 2020, by and among Churchill, the Sponsor and MIH Edtech Investments (the “Prosus Agreement”). On February 16, 2021, MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus 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”).
As part of the Prosus Agreement, Prosus and the Company agreed to a strategic support agreement, pursuant to which Prosus will provide certain business development and investor relations support services in the event it exercises its option to make the Prosus Second Step Investment and beneficially owns at least 20% of the outstanding Churchill Class A Common Stock following closing of the Prosus PIPE Investment on a fully-diluted and as-converted basis. If Prosus consummates the Prosus PIPE Investment, it will also nominate an individual to serve as the chairman of Churchill's Board. Pursuant to the Prosus Agreement, in connection with the consummation of the Second Step Prosus Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill Class A Common Stock equal to one-third of the number of shares of Churchill Class A Common Stock purchased in the Prosus PIPE Investment (the “Prosus Warrants”). The Prosus Warrants will have terms substantively identical to those included in the units offered in Churchill's IPO.
The Company assessed the provisions of the Prosus Agreement under ASC 815-15. The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on Prosus Agreement liability. The Prosus Agreement liability was valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement (see Note 11). The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the Prosus Agreement liability is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination as of October 12, 2020 and December 31, 2020 was 85% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies.
The following table presents the change in the fair value of the Prosus Agreement liability:
Fair value as of January 1, 2020
$

Initial measurement on October 12, 2020
71,969,454
Change in valuation inputs and other assumptions
(21,488,264)
Fair value as of December 31, 2020
$
50,481,190
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_2

STOCKHOLDERS' EQUITY3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITYNOTE 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 March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
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 March 31, 2021, there were 11,090,292 shares of Class A common stock issued and outstanding, excluding 57,909,708 shares of Class A common stock subject to possible redemption. At December 31, 2020, there were 15,287,498 shares of Class A common stock issued and outstanding, excluding 53,712,502 shares of Class A common stock subject to possible redemption.
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 March 31, 2021 and December 31, 2020, 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.
NOTE 8. 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 15,287,498 and 7,974,075 shares of Class A common stock issued or outstanding, excluding 53,712,502 and 61,025,925 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.

WARRANT LIABILITY_2

WARRANT LIABILITY3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
WARRANT LIABILITY
WARRANT LIABILITYNOTE 8. WARRANT LIABILITY
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 reported last sale 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 business 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 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.
NOTE 9. WARRANT LIABILITY
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 reported last sale 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 business 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.

FAIR VALUE MEASUREMENTS_2

FAIR VALUE MEASUREMENTS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTSNOTE 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:
Level 2:
Level 3:
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
March 31,
December 31,
Description
Level
2021
2020
Assets:
Marketable securities held in Trust Account
1
$
697,018,229
$
696,957,196
Liabilities:
Warrant liability-Public Warrants
1
33,810,000
45,310,000
Warrant liability-Private Placement Warrants
3
26,702,000
32,548,000
Prosus Agreement liability
3
24,532,413
50,481,190
Conversion option liability
3
1,632,013
1,604,359
The derivative instruments were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the consolidated statement of operations.
At issuance, the Warrant Liability for Public Warrants and Private Placement Warrants were valued as of June 26, 2019 using a Monte Carlo simulation and Black Scholes model, respectively, which are considered to be a Level 3 fair value measurements. Subsequent to the Public Warrants detachment from the Units, the Public Warrants are valued based on quoted market price, under ticker CCX WS, which is a Level 1 fair value.
The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.
As of issuance and March 31, 2021, the estimated fair value of Warrant Liability — Private Placement Warrants were determined using a Black-Scholes valuation and based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
11.50
$
11.50
Stock price
$
9.68
$
10.00
Volatility
16.5
%
25
%
Probability of completing a Business Combination
80.0
%
90
%
Term
5.33
5.08
Risk-free rate
1.86
%
0.94
%
Dividend yield
0.0
%
0.0
%
At inception, the Prosus Agreement Liability consisted of two components: a commitment for the First Step Investment and an option for the Second Step Investment. Subsequent to Prosus exercising its Second Step Investment option, the Prosus Agreement Liability represented a commitment. The commitment and option were valued using forward contract valuation methodology and a Black Scholes model, respectively. Both valuation methodologies were considered to be Level 3 fair value measurements. As of inception and March 31, 2021, the estimated fair value of Prosus Agreement Liability was determined based on the following significant inputs:
At
As of March 31,
inception
2021
Exercise price
$
400.0
M
$
500.0
M
Underlying value
$
436.8
M
$
524.5
M
Volatility
40.0
%
N/A
Term
0.55
0.08
Risk-free rate
0.12
%
0.08
%
Dividend yield
0.00
%
N/A
The Conversion option liability was valued using a Black Scholes model, which was considered to be a Level 3 fair value measurement. At inception and March 31, 2021, the estimated fair value of Conversion option liability was determined based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
1.00
$
1.00
Underlying warrant value
$
1.92
*
$
2.09
*
Volatility
125.0
%
115.0
%
Number of Class A Shares
1.5
M%
1.5
M%
Term
0.28
0.08
Risk-free rate
0.09
%
0.01
%
Dividend yield
0.0
%
0.0
%
* The underlying warrant value equals the calculated fair value of the private placement warrants as of each date presented and determined based on the following significant inputs:
At
As of March 31,
issuance
2021
Exercise price
$
11.50
$
11.50
Stock price
$
9.97
$
10.00
Volatility
30.0
%
25
%
Probability of completing a Business Combination
85.0
%
90
%
Term
5.28
5.08
Risk-free rate
0.41
%
0.94
%
Dividend yield
0.0
%
0.0
%
The following table presents the changes in the fair value of warrant liabilities:
Private Placement
Public
Warrants
Warrants
Warrant Liabilities
January 1, 2021
$
32,548,000
$
45,310,000
$
77,858,000
Change in valuation inputs or other assumptions
(5,846,000)
(11,500,000)
(17,346,000)
Fair value as of March 31, 2021
26,702,000
33,810,000
60,512,000
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.
NOTE 11. 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 and liabilities 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
Liabilities:
Warrant Liabilities – Public Warrants
1
45,310,000
32,660,000
Warrant Liabilities – Private Placement Warrants
3
32,548,000
23,700,000
Prosus subscription agreement liability
3
50,481,190

Conversion option liability
3
1,604,359

The Derivative Instruments were accounted for as liabilities in accordance with ASC 815-40 and are measured at fair value at inception and on a recurring basis, with changes in fair value recorded in the statement of operations.
The Warrants were valued as of July 1, 2019 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation's primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80% which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable 'blank-check' companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CVII.WS.
The following table presents the changes in the fair value of warrant liabilities:
Private Placement
Public
Warrant Liabilities
Fair value as of April 11, 2019 (inception)
$

$

$

Initial measurement on July 1, 2019
15,800,000
22,310,000
38,110,000
Change in valuation inputs or other assumptions
7,900,000
10,350,000
18,250,000
Fair value as of December 31, 2019
23,700,000
32,660,000
56,360,000
Change in valuation inputs and other assumptions
8,848,000
12,650,000
21,498,000
Fair value as of December 31, 2020
$
32,548,000
$
45,310,000
$
77,858,000

SUBSEQUENT EVENTS_2

SUBSEQUENT EVENTS3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as set forth below.
On May 3, 2021, the Company was informed by Prosus that Prosus received notice from CFIUS that it has concluded all action under Section 721 of the Defense Production Act of 1950 and determined that there are no unresolved national security concerns with respect to the Prosus PIPE Investment.
NOTE 12. 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 and in Note 2, 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_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)3 Months Ended12 Months Ended
Mar. 31, 2021Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationBasis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 11, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
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 CompanyEmerging 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 (th