Skillsoft (SKIL) 10-K/A 21 Oct 22 2020 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 12, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K/A
Amendment Description	Amendment No. 2
Entity Registrant Name	Skillsoft Corp.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 689,978,000
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Central Index Key	0001774675
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Warrants included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units
Trading Symbol	SKIL.W
Security Exchange Name.	NYSE
Class A Common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	SKIL
Security Exchange Name.	NYSE
Entity Common Stock, Shares Outstanding		69,000,000
Class B Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,250,000

BALANCE SHEETS (As Restated)

BALANCE SHEETS (As Restated) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 3,873,865	$ 2,238,275
Prepaid Income Taxes		27,140
Prepaid expenses	94,299	275,525
Total Current Assets	3,968,164	2,540,940
Cash and marketable securities held in Trust Account	696,957,196	695,295,418
TOTAL ASSETS	700,925,360	697,836,358
Current Liabilities
Accounts payable and accrued expenses	635,483	257,466
Income tax payable	95,302
Convertible promissory note - related party	3,104,359
Total Current Liabilities	3,835,144	257,466
Deferred income tax payable	976	9,657
Deferred underwriting fee payable	21,371,000	21,371,000
Derivative liabilities	128,339,190	56,360,000
Total Liabilities	153,546,310	77,998,123
Commitments and Contingencies
Class A Common stock subject to possible redemption, 69,000,000 shares at a redemption value of approximately $10.09 and $10.07 as of December 31, 2020 and 2019, respectively	696,498,531	694,927,303
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(149,121,206)	(75,090,793)
Total Stockholders' Deficit	(149,119,481)	(75,089,068)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	700,925,360	697,836,358
Class A Common stock
Stockholders' Deficit
Common stock value
Class B Common stock
Stockholders' Deficit
Common stock value	$ 1,725	$ 1,725

BALANCE SHEETS (As Restated) (P

BALANCE SHEETS (As Restated) (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Common stock
Common shares, shares subject to possible redemption	69,000,000	69,000,000
Common shares, redemption value per share	$ 10.09	$ 10.07
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	17,250,000	17,250,000
Common shares, shares outstanding	17,250,000	17,250,000

STATEMENTS OF OPERATIONS (As Re

STATEMENTS OF OPERATIONS (As Restated) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Formation and operating costs	$ 744,859	$ 2,906,903
Reimbursement of transaction expenses		(2,000,000)
Loss from operations	(744,859)	(906,903)
Other income (expense):
Interest earned on marketable securities held in Trust Account	6,639,430	2,516,752
Transaction costs attributable to the Initial Public Offering	(1,125,634)
Loss on derivative liabilities	(18,250,000)	(73,583,549)
Unrealized gain on marketable securities held in Trust Account	45,988	1,276
Other expense, net	(12,690,216)	(71,065,521)
Loss before income taxes	(13,435,075)	(71,972,424)
Provision for income taxes	(1,247,517)	(486,761)
Net Loss	$ (14,682,592)	$ (72,459,185)
Basic weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Basic net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)
Class A Common stock
Other income (expense):
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	47,829,545	69,000,000
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ (0.23)	$ (0.84)
Basic weighted average shares outstanding, Non-redeemable common stock	47,829,545	69,000,000
Diluted weighted average shares outstanding, Non-redeemable common stock	47,829,545	69,000,000
Basic net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated) - USD ($)	Class A Common stock Common Stock	Class A Common stock	Class B Common stock Common Stock	Class B Common stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Apr. 10, 2019	$ 0		$ 0		$ 0	$ 0	$ 0
Balance (in shares) at Apr. 10, 2019	0		0
Balance at Apr. 10, 2019	$ 0		$ 0		0	0	0
Balance (in shares) at Apr. 10, 2019	0		0
Issuance of Class B common stock to Sponsor			$ 1,725		23,275		25,000
Issuance of Class B common stock to Sponsor (in shares)			17,250,000	17,250,000
Remeasurement for Class A common stock to redemption amount					$ (23,275)	(60,408,201)	(60,431,476)
Net loss						(14,682,592)	(14,682,592)
Balance at Dec. 31, 2019			$ 1,725			(75,090,793)	(75,089,068)
Balance (in shares) at Dec. 31, 2019			17,250,000
Balance at Dec. 31, 2019			$ 1,725			(75,090,793)	(75,089,068)
Balance (in shares) at Dec. 31, 2019			17,250,000
Balance at Dec. 31, 2019			$ 1,725			(75,090,793)	(75,089,068)
Balance (in shares) at Dec. 31, 2019			17,250,000
Balance at Dec. 31, 2019			$ 1,725			(75,090,793)	(75,089,068)
Balance (in shares) at Dec. 31, 2019			17,250,000
Issuance of Class B common stock to Sponsor (in shares)		1
Remeasurement for Class A common stock to redemption amount						(1,571,228)	(1,571,228)
Net loss						(72,459,185)	(72,459,185)
Balance at Dec. 31, 2020			$ 1,725			$ (149,121,206)	$ (149,119,481)
Balance (in shares) at Dec. 31, 2020			17,250,000

STATEMENTS OF CASH FLOWS (As Re

STATEMENTS OF CASH FLOWS (As Restated) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (14,682,592)	$ (72,459,185)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(6,639,430)	(2,516,752)
Transaction costs attributable to Initial Public Offering	1,125,634
Loss on derivative liabilities	18,250,000	73,583,549
Unrealized gain on marketable securities held in Trust Account	(45,988)	(1,276)
Deferred income tax (benefit) provision	9,657	(8,681)
Changes in operating assets and liabilities:
Prepaid expenses	(275,525)	181,226
Prepaid income taxes	(27,140)	27,140
Accounts payable and accrued expenses	257,466	378,017
Income tax payable		95,302
Net cash used in operating activities	(2,027,918)	(720,660)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(690,000,000)
Cash withdrawn from Trust Account for working capital	125,000	250,000
Cash withdrawn from Trust Account to pay franchise and income taxes	1,265,000	606,250
Net cash provided by (used in) investing activities	(688,610,000)	856,250
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	677,788,000
Proceeds from sale of Private Placement Warrants	15,800,000
Proceeds from promissory notes - related party	200,000	1,500,000
Repayment of promissory notes - related party	(200,000)
Payment of offering costs	(736,807)
Net cash provided by financing activities	692,876,193	1,500,000
Net Change in Cash	2,238,275	1,635,590
Cash - Beginning		2,238,275
Cash - Ending	2,238,275	3,873,865
Supplemental cash flow information:
Cash paid for income taxes	1,265,000	373,000
Non-cash investing and financing activities:
Remeasurement of Class A common stock subject to redemption	60,431,476	$ 1,571,228
Deferred underwriting fee payable	$ 21,371,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp II now known as Skillsoft Corp. (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 STATEMENTS	12 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 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 Condensed 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 0.00 5,000,006 Number of Class A common stock subject to redemption 66,619,951 (5,594,026) 61,025,925 As Previously As Reported Adjustments Restated Condensed 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 Condensed 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 Condensed 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 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 Condensed Statements of Changes in Stockholders' Equity for the three months ended September 30, 2019 (unaudited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses $ 655,680,193 $ (21,184,366) $ 634,495,827 Sale of 15,800,000 Private Placement Warrants 15,800,000 (15,800,000) — Class A Common stock subject to possible redemption (669,011,539) 55,988,000 (613,023,539) Net income (loss) 2,507,354 (19,003,634) (16,496,280) Statements of Changes in Stockholders' Equity for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses $ 655,680,193 $ (21,184,366) $ 634,495,827 Sale of 15,800,000 Private Placement Warrants 15,800,000 (15,800,000) — Class A Common stock subject to possible redemption (669,011,539) 54,173,310 (614,838,229) Net income (loss) 4,693,042 (19,375,634) (14,682,592) Condensed Statements of Changes in Stockholders' Equity for the three months ended March 31, 2020 (unaudited) Class A Common stock subject to possible redemption $ (1,522,483) $ 10,346,000 $ 8,823,517 Net income (loss) 1,522,486 (10,346,000) (8,823,514) Condensed Statements of Changes in Stockholders' Equity for the three months ended June 30, 2020 (unaudited) Class A Common stock subject to possible redemption $ 126,349 $ 44,636,000 $ 44,762,349 Net loss (126,353) (44,636,000) (44,762,353) Condensed Statements of Changes in Stockholders' Equity for the three months ended September 30, 2020 (unaudited) Class A Common stock subject to possible redemption $ 92,949 $ (28,338,000) $ (28,245,051) Net income (loss) (92,949) 28,338,000 28,245,051 Statements of Changes in Stockholders' Equity for the year ended December 31, 2020 (audited) Class A Common stock subject to possible redemption $ (1,124,362) $ 73,583,551 $ 72,459,189 Net income (loss) 1,124,364 (73,583,549) (72,459,185) Condensed 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) Condensed 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) 1 As Previously As Reported Adjustments Restated Condensed 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 0.00 (0.41) (0.41) Condensed 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 0.00 — 0.00 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) Condensed 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) Condensed 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 0.00 — 0.00 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 0.00 0.92 0.92 Condensed 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) Condensed 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) Condensed 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) Condensed 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) Condensed 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) Amendment 2 In connection with the preparation of a registration statement and the requirement to include audited financial statements for the year ended December 31, 2021, Skillsoft’s management re-evaluated Churchill’s application of Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) to its accounting classification of the Class A Common Stock issued as part of the units sold in the Initial Public Offering. Churchill had previously classified a portion of the Public Shares in permanent equity because, although the Churchill did not specify a maximum redemption threshold, the Churchill’s Amended and Restated Certificate of Incorporation provides that Churchill will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Based on such re-evaluation, Skillsoft’s management determined that, in accordance with the ASC 480, redemption provisions not solely within the control of Churchill would require common stock subject to redemption to be classified outside of permanent equity and therefore all of the Public Shares subject to redemption should be classified outside of permanent equity. Skillsoft’s management has also determined that the shares of Class A Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside Churchill’s control. Therefore, Skillsoft’s management has concluded that temporary equity should include all the shares of Class A Common Stock subject to possible redemption. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” Skillsoft evaluated the error and has determined that the related impact was material to previously issued financial statements. As a result, Skillsoft’s management has noted a classification error related to temporary equity and permanent equity. These restatements result in a change in classification of Class A common stock, presenting the Class A common stock as common stock subject to possible redemption. The common stock subject to possible redemption was remeasured to adjust form carrying value to redemption value. Increases or decreases in the carry amount of common stock subject to possible redemption are affected by charges against additional paid-in capital (to the extent available), accumulated deficit and common stock. There has been no change in Churchill’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following tables: As Previously Reported in Form 10K As Amendment 1 Adjustments Restated Condensed Balance sheet as of September 30, 2019 (unaudited) Class A Common Stock Subject to Possible Redemption 613,023,539 79,082,126 692,105,665 Class A Common Stock 791 (791) — Additional Paid-in Capital 21,494,772 (21,494,772) — Accumulated Deficit (16,497,280) (57,586,563) (74,083,843) Total Stockholders’ Equity (Deficit) 5,000,008 (79,082,126) (74,082,118) Number of Class A common stock subject to redemption 61,093,779 7,906,221 69,000,000 Balance sheet as of December 31, 2019 (audited) Class A Common Stock Subject to Possible Redemption 614,838,229 80,089,074 694,927,303 Class A Common Stock 797 (797) — Additional Paid-in Capital 19,680,076 (19,680,076) — Accumulated Deficit (14,682,592) (60,408,201) (75,090,793) Total Stockholders’ Equity (Deficit) 5,000,006 (80,089,074) (75,089,068) Number of Class A common stock subject to redemption 61,025,925 7,974,075 69,000,000 Condensed Balance sheet as of March 31, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 606,014,712 90,672,895 696,687,607 Class A Common Stock 900 (900) — Additional Paid-in Capital 28,503,490 (28,503,490) — Accumulated Deficit (23,506,106) (62,168,505) (85,674,611) Total Stockholders’ Equity (Deficit) 5,000,009 (90,672,895) (85,672,886) Number of Class A common stock subject to redemption 59,998,219 9,001,781 69,000,000 Condensed Balance sheet as of June 30, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 561,252,363 135,487,504 696,739,867 Class A Common Stock 1,344 (1,344) — Additional Paid-in Capital 73,265,395 (73,265,395) — Accumulated Deficit (68,268,459) (62,220,765) (130,489,224) Total Stockholders’ Equity (Deficit) 5,000,005 (135,487,504) (130,487,499) Number of Class A common stock subject to redemption 55,562,376 13,437,624 69,000,000 Condensed Balance sheet as of September 30, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 589,497,414 107,091,530 696,588,944 Class A Common Stock 1,065 (1,065) — Additional Paid-in Capital 45,020,623 (45,020,623) — Accumulated Deficit (40,023,408) (62,069,842) (102,093,250) Total Stockholders’ Equity (Deficit) 5,000,005 (107,091,530) (102,091,525) Number of Class A common stock subject to redemption 58,347,830 10,652,170 69,000,000 Balance sheet as of December 31, 2020 (audited) Class A Common Stock Subject to Possible Redemption 542,379,040 154,119,491 696,498,531 Class A Common Stock 1,529 (1,529) — Additional Paid-in Capital 92,138,533 (92,138,533) — Accumulated Deficit (87,141,777) (61,979,429) (149,121,206) Total Stockholders’ Equity (Deficit) 5,000,010 (154,119,491) (149,119,481) Number of Class A common stock subject to redemption 53,712,502 15,287,498 69,000,000 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2019 (unaudited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses 634,495,827 (634,495,827) — Class A common stock subject to possible redemption (613,023,539) 613,023,539 — Remeasurement for Class A common stock to redemption amount — (57,586,563) (57,586,563) Statement of Changes in Stockholders’ Equity (Deficit) for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses 634,495,827 (634,495,827) — Class A common stock subject to possible redemption (614,838,229) 614,838,229 — Remeasurement for Class A common stock to redemption amount (60,431,476) (60,431,476) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited) Class A common stock subject to possible redemption 8,823,517 (8,823,517) — Remeasurement for Class A common stock to redemption amount (1,760,304) (1,760,304) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited) Class A common stock subject to possible redemption 44,762,349 (44,762,349) — Remeasurement for Class A common stock to redemption amount (52,260) (52,260) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited) Class A common stock subject to possible redemption (28,245,051) 28,245,051 — Remeasurement for Class A common stock to redemption amount 150,923 150,923 Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (audited) Class A common stock subject to possible redemption 72,459,189 (72,459,189) Remeasurement for Class A common stock to redemption amount 1,571,228 1,571,228 Condensed Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited) Initial classification of Class A common stock subject to redemption 628,390,190 63,715,475 692,105,665 Change in value of Class A common stock subject to possible redemption (15,366,651) 17,472,316 2,105,665 Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Initial classification of Class A common stock subject to redemption 628,390,190 63,415,475 692,105,665 Change in value of Class A common stock subject to possible redemption (13,551,961) 16,373,959 2,821,638 Condensed Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (8,823,517) 10,583,821 1,760,304 Condensed Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (53,585,866) 55,397,930 1,812,564 Condensed Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (25,340,815) 27,002,456 1,661,641 Statement of Cash Flows for the year ended December 31, 2020 (audited) Change in value of Class A common stock subject to possible redemption (72,459,189) 74,030,417 1,571,228 In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table: As Previously Reported in Form 10K As Amendment 1 Adjustments Restated Condensed Statement of Operations for the three months ended September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 62,839,019 5,410,981 68,250,000 Basic and diluted net income per share, Class A common stock 0.04 (0.23) (0.19) Basic and diluted weighted average shares outstanding, Class B common stock 23,319,557 (6,069,557) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.81) 0.62 (0.19) Condensed Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 62,839,019 (26,333,205) 36,505,814 Basic and diluted net income per share, Class A common stock 0.04 (0.35) (0.31) Basic and diluted weighted average shares outstanding, Class B common stock 19,449,996 (2,199,996) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.98) 0.67 (0.31) Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 61,961,631 (14,132,086) 47,829,545 Basic and diluted net income per share, Class A common stock 0.08 (0.31) (0.23) Basic and diluted weighted average shares outstanding, Class B common stock 21,438,529 (4,188,529) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.91) 0.68 (0.23) Condensed Statement of Operations for the three months ended March 31, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 61,025,925 7,974,075 69,000,000 Basic and diluted net income per share, Class A common stock 0.02 (0.12) (0.10) Basic and diluted weighted average shares outstanding, Class B common stock 25,224,075 (7,974,075) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.41) 0.31 (0.10) Condensed Statement of Operations for the three months ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 59,998,219 9,001,781 69,000,000 Basic and diluted net income per share, Class A common stock — (0.52) (0.52) Basic and diluted weighted average shares outstanding, Class B common stock 26,251,781 (9,001,781) 17,250,000 Basic and diluted net loss per share, Class B common stock (1.71) 1.19 (0.52) Condensed Statement of Operations for the six months ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 60,512,072 8,487,928 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.65) (0.62) Basic and diluted weighted average shares outstanding, Class B common stock 25,737,928 (8,487,928) 17,250,000 Basic and diluted net loss per share, Class B common stock (2.14) 1.52 (0.62) Condensed Statement of Operations for the three months ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 55,562,376 13,437,624 69,000,000 Basic and diluted net income per share, Class A common stock — 0.33 0.33 Basic and diluted weighted average shares outstanding, Class B common stock 30,687,624 (13,437,624) 17,250,000 Basic and diluted net loss per share, Class B common stock 0.92 (0.59) 0.33 Condensed Statement of Operations for the nine months ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 58,850,130 10,149,870 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.32) (0.29) Basic and diluted weighted average shares outstanding, Class B common stock 27,399,870 (10,149,870) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.98) 0.69 (0.29) Statement of Operations for the year ended December 31, 2020 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 58,723,869 10,276,131 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.87) (0.84) Basic and diluted weighted average shares outstanding, Class B common stock 27,526,131 (10,276,131) 17,250,000 Basic and diluted net loss per share, Class B common stock (2.68) 1.84 (0.84)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 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 of 1933, as amended (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 (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are 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 within stockholders’ equity. The Company’s Class A common stock features contain 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 as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. 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. Prosus Subscription Agreement The Company accounts for the Prosus Subscription Agreement in accordance with ASC 815, Derivatives and Hedging Activities. The Prosus Subscription Agreement inlcudes the issuance of Warrants whose terms are substantially identical to the private warrants offered during the issuer’s initial public offering. A provision in the warrant agreement related to certain tender of exchange offers precludes the warrants from being accounted for as components of equity, thus the warrants are classified as liabilities under ASC 815 which results in the Prosus Subscription Agreement being classified as a liability. The Prosus Subscription Agreement meets the criteria of a derivative under ASC 815-10 which requires any contract or agreement that does not qualify for equity classification to be initially reported as a liability at fair value with subsequent changes in fair value to be reflected as a non-cash gain or loss on the Company’s statements of operations. Convertible Note The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. 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 (Restated, see Note 2 - Amendment 1) 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 common stock. 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 common stock 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 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 the non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock (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) (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from For the Year Ended April 11, 2019 (Inception) Through December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (57,967,348) $ (14,491,837) $ (10,790,821) $ (3,891,771) Denominator: Basic and diluted weighted average shares outstanding 69,000,000 17,250,000 47,829,545 17,250,000 Basic and diluted net loss per common stock $ (0.84) $ (0.84) $ (0.23) $ (0.23) 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 OFFERING	12 Months Ended
	Dec. 31, 2020
PUBLIC OFFERING
PUBLIC OFFERING	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 PLACEMENT	12 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	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 TRANSACTIONS	12 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY 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 form the lock-up. Promissory Note — Related Party On April 29, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. The Promissory Note was drawn in the amount of $200,000 and was repaid in full upon the consummation of the Initial Public Offering on July 1, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On November 2, 2020, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the Convertible Promissory Note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the outstanding balance under the Convertible Promissory Note amounted to an aggregate of $1,500,000. 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 CONTINGENCIES	12 Months Ended
	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	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 45,045,478 Change in valuation inputs and other assumptions 5,432,712 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. The agreement is based on a stated purchase price for a fixed number of shares, therefore the agreement is equity classified. 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. The agreement is based on a stated purchase price for a fixed number of shares, therefore the agreement is equity classified. Rhône Subscription Agreement On October 12, 2020, in connection with the execution of the Skillsoft Merger Agreement, Churchill entered into a subscription agreement with Albert UK Holdings 1 Limited, a company owned by investment funds affiliated with Rhône Capital L.L.C. (“Rhône”), pursuant to which Rhône has agreed to subscribe for 5,000,000 newly-issued shares of Churchill Class A Common Stock at a purchase price of $10.00 per share at be issued at the closing of the Global Knowledge Merger (the “Rhône Subscription Agreement”). The obligations to consummate the transactions contemplated by the Rhône Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the Global Knowledge Merger. The agreement is based on a stated purchase price for a fixed number of shares, therefore the agreement is equity classified. The agreement does not meet the requirements for classification under ASC 480, ASC 815-40-15 or ASC 815-40-25 as the agreement is based on a stated purchase price for a fixed number of shares. As such the agreement is a fixed-for-fixed equity-linked contract that is indexed to the Company’s own equity, therefore the agreement is equity classified. 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' DEFICIT (Restated

STOCKHOLDERS' DEFICIT (Restated, see Note 2 Amendment 2)	12 Months Ended
	Dec. 31, 2020
STOCKHOLDERS' DEFICIT (Restated, see Note 2 Amendment 2)
STOCKHOLDERS' DEFICIT (Restated, see Note 2 Amendment 2)	NOTE 8. STOCKHOLDERS’ DEFICIT (Restated, see Note 2‑ Amendment 2) 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 69,000,000 shares of Class A common stock issued or outstanding, including Class A common stock subject to possible redemption which are presented as temporary equity. 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 LIABILITY	12 Months Ended
	Dec. 31, 2020
WARRANT LIABILITY
WARRANT LIABILITY	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 TAX	12 Months Ended
	Dec. 31, 2020
INCOME TAX
INCOME TAX	NOTE 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) % 0.0 % Loss on warrant liability (6.3) % (28.5) % Loss on Prosus agreement (14.7) % 0.0 % Valuation allowance (0.2) % 0.0 % 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 MEASUREMENTS	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	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 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. As of December 31, 2019 and December 31, 2020, the estimated fair value of Warrant Liability – Private Placement Warrants were determined using a Black-Scholes valuation and based on the following significant inputs: As of December 31, As of December 31, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.44 $ 10.35 Volatility 20.00 % 30.0 % Probability of completing a Business Combination 80.0 % 85 % Term 5.33 5.11 Risk-free rate 1.74 % 0.38 % Dividend yield 0.0 % 0.0 % At inception, the Prosus Agreement Liability consisted of two components: a commitment for the First Step Investment and a call option for the Second Step Investment. Subsequent to Prosus exercising its call option, the Prosus Agreement Liability represented a commitment. The commitment and call 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 December 31, 2020 the Option had been exercised and the First Step Investment commitment was valued using a forward contract valuation methodology. As of inception and December 31, 2020, the estimated fair value of Prosus Agreement Liability was determined based on the following significant inputs: As of October 12, As of December 31, 2020 2020 Exercise price $ *400.0 M $ 500.0 M Underlying value $ 436.8 M $ 550.3 M Volatility 40 % N/A Term 0.08 0.33 Risk-free rate 0.10 % 0.09 % Dividend yield 0.00 % 0.00 % (*) M is defined as million. 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 December 31, 2020, the estimated fair value of Conversion option liability was determined based on the following significant inputs: As of November 2, As of December 31, 2020 2020 Exercise price $ 1.00 $ 1.00 Underlying warrant value $ 1.92 * $ 2.06 * Volatility 125.0 % 110.0 % Number of Class A Shares *1.5 M 1.5 M Term 0.28 0.11 Risk-free rate 0.09 % 0.08 % Dividend yield 0.0 % 0.0 % (*) M is defined as million. *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: As of November 2, As of December 31, 2020 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.97 $ 10.35 Volatility 30.0 % 30.0 % Probability of completing a Business Combination 85.0 % 85.0 % Term 5.28 5.11 Risk-free rate 0.41 % 0.38 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Warrant Private Placement Public 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 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 45,045,478 Change in valuation inputs and other assumptions 5,432,712 Fair value as of December 31, 2020 $ 50,481,190 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

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	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 in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of mutual funds. The Company did not have any cash equivalents as of December 31, 2020 and 2019.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020 and 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Through December 31, 2020, the Company withdrew an aggregate of $2,246,250 of interest earned on the Trust Account to pay its income taxes and for permitted withdrawals, of which $856,250 was withdrawn during the year ended December 31, 2020.
Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 - Amendment 2)	Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are 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 within stockholders’ equity. The Company’s Class A common stock features contain 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 as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.
Derivative Liabilities	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. Prosus Subscription Agreement The Company accounts for the Prosus Subscription Agreement in accordance with ASC 815, Derivatives and Hedging Activities. The Prosus Subscription Agreement inlcudes the issuance of Warrants whose terms are substantially identical to the private warrants offered during the issuer’s initial public offering. A provision in the warrant agreement related to certain tender of exchange offers precludes the warrants from being accounted for as components of equity, thus the warrants are classified as liabilities under ASC 815 which results in the Prosus Subscription Agreement being classified as a liability. The Prosus Subscription Agreement meets the criteria of a derivative under ASC 815-10 which requires any contract or agreement that does not qualify for equity classification to be initially reported as a liability at fair value with subsequent changes in fair value to be reflected as a non-cash gain or loss on the Company’s statements of operations. Convertible Note The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 1) 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 common stock. 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 common stock 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 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 the non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common stock (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) (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): For the Period from For the Year Ended April 11, 2019 (Inception) Through December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (57,967,348) $ (14,491,837) $ (10,790,821) $ (3,891,771) Denominator: Basic and diluted weighted average shares outstanding 69,000,000 17,250,000 47,829,545 17,250,000 Basic and diluted net loss per common stock $ (0.84) $ (0.84) $ (0.23) $ (0.23)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Company’s Derivative Instruments (see Note 6 and 11).
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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 statements	As Previously As Reported Adjustments Restated Condensed 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 0.00 5,000,006 Number of Class A common stock subject to redemption 66,619,951 (5,594,026) 61,025,925 As Previously As Reported Adjustments Restated Condensed 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 Condensed 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 Condensed 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 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 Condensed 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) Condensed 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) 1 As Previously As Reported Adjustments Restated Condensed 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 0.00 (0.41) (0.41) Condensed 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 0.00 — 0.00 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) Condensed 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) Condensed 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 0.00 — 0.00 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 0.00 0.92 0.92 Condensed 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) Condensed 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) Condensed 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) Condensed 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) Condensed 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) As Previously Reported in Form 10K As Amendment 1 Adjustments Restated Condensed Balance sheet as of September 30, 2019 (unaudited) Class A Common Stock Subject to Possible Redemption 613,023,539 79,082,126 692,105,665 Class A Common Stock 791 (791) — Additional Paid-in Capital 21,494,772 (21,494,772) — Accumulated Deficit (16,497,280) (57,586,563) (74,083,843) Total Stockholders’ Equity (Deficit) 5,000,008 (79,082,126) (74,082,118) Number of Class A common stock subject to redemption 61,093,779 7,906,221 69,000,000 Balance sheet as of December 31, 2019 (audited) Class A Common Stock Subject to Possible Redemption 614,838,229 80,089,074 694,927,303 Class A Common Stock 797 (797) — Additional Paid-in Capital 19,680,076 (19,680,076) — Accumulated Deficit (14,682,592) (60,408,201) (75,090,793) Total Stockholders’ Equity (Deficit) 5,000,006 (80,089,074) (75,089,068) Number of Class A common stock subject to redemption 61,025,925 7,974,075 69,000,000 Condensed Balance sheet as of March 31, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 606,014,712 90,672,895 696,687,607 Class A Common Stock 900 (900) — Additional Paid-in Capital 28,503,490 (28,503,490) — Accumulated Deficit (23,506,106) (62,168,505) (85,674,611) Total Stockholders’ Equity (Deficit) 5,000,009 (90,672,895) (85,672,886) Number of Class A common stock subject to redemption 59,998,219 9,001,781 69,000,000 Condensed Balance sheet as of June 30, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 561,252,363 135,487,504 696,739,867 Class A Common Stock 1,344 (1,344) — Additional Paid-in Capital 73,265,395 (73,265,395) — Accumulated Deficit (68,268,459) (62,220,765) (130,489,224) Total Stockholders’ Equity (Deficit) 5,000,005 (135,487,504) (130,487,499) Number of Class A common stock subject to redemption 55,562,376 13,437,624 69,000,000 Condensed Balance sheet as of September 30, 2020 (unaudited) Class A Common Stock Subject to Possible Redemption 589,497,414 107,091,530 696,588,944 Class A Common Stock 1,065 (1,065) — Additional Paid-in Capital 45,020,623 (45,020,623) — Accumulated Deficit (40,023,408) (62,069,842) (102,093,250) Total Stockholders’ Equity (Deficit) 5,000,005 (107,091,530) (102,091,525) Number of Class A common stock subject to redemption 58,347,830 10,652,170 69,000,000 Balance sheet as of December 31, 2020 (audited) Class A Common Stock Subject to Possible Redemption 542,379,040 154,119,491 696,498,531 Class A Common Stock 1,529 (1,529) — Additional Paid-in Capital 92,138,533 (92,138,533) — Accumulated Deficit (87,141,777) (61,979,429) (149,121,206) Total Stockholders’ Equity (Deficit) 5,000,010 (154,119,491) (149,119,481) Number of Class A common stock subject to redemption 53,712,502 15,287,498 69,000,000 Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2019 (unaudited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses 634,495,827 (634,495,827) — Class A common stock subject to possible redemption (613,023,539) 613,023,539 — Remeasurement for Class A common stock to redemption amount — (57,586,563) (57,586,563) Statement of Changes in Stockholders’ Equity (Deficit) for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Sale of 69,000,000 Units, net of underwriting discount and offering expenses 634,495,827 (634,495,827) — Class A common stock subject to possible redemption (614,838,229) 614,838,229 — Remeasurement for Class A common stock to redemption amount (60,431,476) (60,431,476) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited) Class A common stock subject to possible redemption 8,823,517 (8,823,517) — Remeasurement for Class A common stock to redemption amount (1,760,304) (1,760,304) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited) Class A common stock subject to possible redemption 44,762,349 (44,762,349) — Remeasurement for Class A common stock to redemption amount (52,260) (52,260) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited) Class A common stock subject to possible redemption (28,245,051) 28,245,051 — Remeasurement for Class A common stock to redemption amount 150,923 150,923 Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (audited) Class A common stock subject to possible redemption 72,459,189 (72,459,189) Remeasurement for Class A common stock to redemption amount 1,571,228 1,571,228 Condensed Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited) Initial classification of Class A common stock subject to redemption 628,390,190 63,715,475 692,105,665 Change in value of Class A common stock subject to possible redemption (15,366,651) 17,472,316 2,105,665 Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Initial classification of Class A common stock subject to redemption 628,390,190 63,415,475 692,105,665 Change in value of Class A common stock subject to possible redemption (13,551,961) 16,373,959 2,821,638 Condensed Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (8,823,517) 10,583,821 1,760,304 Condensed Statement of Cash Flows for the six months ended June 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (53,585,866) 55,397,930 1,812,564 Condensed Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Change in value of Class A common stock subject to possible redemption (25,340,815) 27,002,456 1,661,641 Statement of Cash Flows for the year ended December 31, 2020 (audited) Change in value of Class A common stock subject to possible redemption (72,459,189) 74,030,417 1,571,228 As Previously Reported in Form 10K As Amendment 1 Adjustments Restated Condensed Statement of Operations for the three months ended September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 62,839,019 5,410,981 68,250,000 Basic and diluted net income per share, Class A common stock 0.04 (0.23) (0.19) Basic and diluted weighted average shares outstanding, Class B common stock 23,319,557 (6,069,557) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.81) 0.62 (0.19) Condensed Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 62,839,019 (26,333,205) 36,505,814 Basic and diluted net income per share, Class A common stock 0.04 (0.35) (0.31) Basic and diluted weighted average shares outstanding, Class B common stock 19,449,996 (2,199,996) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.98) 0.67 (0.31) Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 61,961,631 (14,132,086) 47,829,545 Basic and diluted net income per share, Class A common stock 0.08 (0.31) (0.23) Basic and diluted weighted average shares outstanding, Class B common stock 21,438,529 (4,188,529) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.91) 0.68 (0.23) Condensed Statement of Operations for the three months ended March 31, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 61,025,925 7,974,075 69,000,000 Basic and diluted net income per share, Class A common stock 0.02 (0.12) (0.10) Basic and diluted weighted average shares outstanding, Class B common stock 25,224,075 (7,974,075) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.41) 0.31 (0.10) Condensed Statement of Operations for the three months ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 59,998,219 9,001,781 69,000,000 Basic and diluted net income per share, Class A common stock — (0.52) (0.52) Basic and diluted weighted average shares outstanding, Class B common stock 26,251,781 (9,001,781) 17,250,000 Basic and diluted net loss per share, Class B common stock (1.71) 1.19 (0.52) Condensed Statement of Operations for the six months ended June 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 60,512,072 8,487,928 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.65) (0.62) Basic and diluted weighted average shares outstanding, Class B common stock 25,737,928 (8,487,928) 17,250,000 Basic and diluted net loss per share, Class B common stock (2.14) 1.52 (0.62) Condensed Statement of Operations for the three months ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 55,562,376 13,437,624 69,000,000 Basic and diluted net income per share, Class A common stock — 0.33 0.33 Basic and diluted weighted average shares outstanding, Class B common stock 30,687,624 (13,437,624) 17,250,000 Basic and diluted net loss per share, Class B common stock 0.92 (0.59) 0.33 Condensed Statement of Operations for the nine months ended September 30, 2020 (unaudited) Basic and diluted weighted average shares outstanding, Class A common stock 58,850,130 10,149,870 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.32) (0.29) Basic and diluted weighted average shares outstanding, Class B common stock 27,399,870 (10,149,870) 17,250,000 Basic and diluted net loss per share, Class B common stock (0.98) 0.69 (0.29) Statement of Operations for the year ended December 31, 2020 (audited) Basic and diluted weighted average shares outstanding, Class A common stock 58,723,869 10,276,131 69,000,000 Basic and diluted net income per share, Class A common stock 0.03 (0.87) (0.84) Basic and diluted weighted average shares outstanding, Class B common stock 27,526,131 (10,276,131) 17,250,000 Basic and diluted net loss per share, Class B common stock (2.68) 1.84 (0.84)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted net income (loss) per ordinary share	For the Period from April 11, 2019 (Inception) Year Ended Through December 31, December 31, 2020 2019 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest income $ 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) For the Period from For the Year Ended April 11, 2019 (Inception) Through December 31, 2020 December 31, 2019 Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (57,967,348) $ (14,491,837) $ (10,790,821) $ (3,891,771) Denominator: Basic and diluted weighted average shares outstanding 69,000,000 17,250,000 47,829,545 17,250,000 Basic and diluted net loss per common stock $ (0.84) $ (0.84) $ (0.23) $ (0.23)

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2020
Convertible Promissory Note
Summary of the changes in the fair value	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)	12 Months Ended
	Dec. 31, 2020
Prosus Agreement
Summary of the changes in the fair value	Fair value as of January 1, 2020 $ — Initial measurement on October 12, 2020 45,045,478 Change in valuation inputs and other assumptions 5,432,712 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 liability	December 31, December 31, 2020 2019 Deferred tax asset (liability) Startup and organizational expenses $ 148,348 $ — Unrealized gain on marketable securities (976) (9,657) Total deferred tax asset (liability) 147,372 (9,657) Valuation Allowance (148,348) — Deferred tax asset (liability), net of allowance $ (976) $ (9,657)
Schedule of income tax provision	December 31, December 31, 2020 2019 Federal Current expense $ 495,442 $ 1,237,860 Deferred (benefit) expense (157,029) 9,657 State and Local Current — — Deferred — — Change in valuation allowance 148,348 — Income tax provision $ 486,761 $ 1,247,517
Schedule of reconciliation of the federal income tax rate	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) % 0.0 % Loss on warrant liability (6.3) % (28.5) % Loss on Prosus agreement (14.7) % 0.0 % Valuation allowance (0.2) % 0.0 % Income tax provision (0.7) % (9.3) %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
Schedule of assets measured at fair value on a recurring basis	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 Agreement liability 3 50,481,190 — Conversion option liability 3 1,604,359 —
Schedule of fair value of warrant liabilities	Warrant Private Placement Public 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
Private Placement Warrants
FAIR VALUE MEASUREMENTS
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of November 2, As of December 31, 2020 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 9.97 $ 10.35 Volatility 30.0 % 30.0 % Probability of completing a Business Combination 85.0 % 85.0 % Term 5.28 5.11 Risk-free rate 0.41 % 0.38 % Dividend yield 0.0 % 0.0 %
Prosus Agreement Liability
FAIR VALUE MEASUREMENTS
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of October 12, As of December 31, 2020 2020 Exercise price $ *400.0 M $ 500.0 M Underlying value $ 436.8 M $ 550.3 M Volatility 40 % N/A Term 0.08 0.33 Risk-free rate 0.10 % 0.09 % Dividend yield 0.00 % 0.00 % (*) M is defined as million.
Schedule of fair value of warrant liabilities	Fair value as of January 1, 2020 $ — Initial measurement on October 12, 2020 45,045,478 Change in valuation inputs and other assumptions 5,432,712 Fair value as of December 31, 2020 $ 50,481,190
Conversion Option Liabilities
FAIR VALUE MEASUREMENTS
Schedule of fair value of warrant liabilities	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
Black-Scholes Valuation | Private Placement Warrants
FAIR VALUE MEASUREMENTS
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of December 31, As of December 31, 2019 2020 Exercise price $ 11.50 $ 11.50 Stock price $ 10.44 $ 10.35 Volatility 20.00 % 30.0 % Probability of completing a Business Combination 80.0 % 85 % Term 5.33 5.11 Risk-free rate 1.74 % 0.38 % Dividend yield 0.0 % 0.0 %
Black-Scholes Valuation | Conversion Option Liabilities
FAIR VALUE MEASUREMENTS
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of November 2, As of December 31, 2020 2020 Exercise price $ 1.00 $ 1.00 Underlying warrant value $ 1.92 * $ 2.06 * Volatility 125.0 % 110.0 % Number of Class A Shares *1.5 M 1.5 M Term 0.28 0.11 Risk-free rate 0.09 % 0.08 % Dividend yield 0.0 % 0.0 % (*) M is defined as million.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		9 Months Ended
	Jul. 01, 2019	Dec. 31, 2019	Dec. 31, 2020
Gross Proceeds		$ 677,788,000
Warrants price	$ 11.50
Proceeds from sale of Private Placement Warrants		15,800,000
Transaction cost related to issuance of common stock	$ 34,319,807
Underwriting fees	12,212,000
Deferred underwriting discount payable non-current	21,371,000
Other costs related to issuance of common stock	736,807
Cash		$ 2,238,275	$ 3,873,865
Working capital requirement fund annual limit	$ 250,000
Common shares, redemption value per share	$ 10
Maximum percentage of shares eligible from redemption	15%
Dissolution expenses payable	$ 100,000
IPO
Issuance of Class B common stock to Sponsor (in shares)	69,000,000
Common stock price per share	$ 10
Gross Proceeds	$ 690,000,000
Over-Allotment Option
Issuance of Class B common stock to Sponsor (in shares)	9,000,000
Common stock price per share	$ 10
Private Placement
Number of warrants issued	15,800,000
Warrants price	$ 1
Proceeds from sale of Private Placement Warrants	$ 15,800,000
Churchill Sponsor LLC
Business combination aggregate fair market value on assets held in trust percentage	80%
Business combination, recognized identifiable assets acquired and liabilities assumed, assets, total	$ 5,000,001

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended				6 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2020	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Apr. 10, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets										$ 5,000,001
BALANCE SHEETS (As Restated)
Total Liabilities									$ 77,998,123	153,546,310
Class A Common Stock Subject to Possible Redemption									694,927,303	696,498,531
Additional paid-in capital
Retained Earnings (Accumulated Deficit)									(75,090,793)	(149,121,206)
Total Stockholders' Equity									(75,089,068)	(149,119,481)	$ 0
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 15,800,000 Private Placement Warrants									15,800,000
Net loss									(14,682,592)	(72,459,185)
Remeasurement for Class A common stock to redemption amount									(60,431,476)	(1,571,228)
STATEMENTS OF OPERATIONS (As Restated)
Net income (loss)									$ (14,682,592)	$ (72,459,185)
Basic weighted average shares outstanding, Non-redeemable common stock									17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock									17,250,000	17,250,000
Basic net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
STATEMENTS OF CASH FLOWS (As Restated)
Net income (loss)									$ (14,682,592)	$ (72,459,185)
Transaction costs attributable to the Initial Public Offering									(1,125,634)
Loss on derivative liabilities									18,250,000	73,583,549
Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock
Number of Class A common stock subject to redemption									69,000,000	69,000,000
STATEMENTS OF OPERATIONS (As Restated)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption									47,829,545	69,000,000
Basic and diluted net income per share, Class A common stock subject to possible redemption									$ (0.23)	$ (0.84)
Basic weighted average shares outstanding, Non-redeemable common stock									47,829,545	69,000,000
Diluted weighted average shares outstanding, Non-redeemable common stock									47,829,545	69,000,000
Basic net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
Class B Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock									$ 1,725	$ 1,725
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock									17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock									17,250,000	17,250,000
Basic net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock									$ (0.23)	$ (0.84)
As Previously Reported
STATEMENTS OF OPERATIONS (As Restated)
Diluted weighted average shares outstanding, Non-redeemable common stock				23,319,557
Restatement of derivative liabilities
BALANCE SHEETS (As Restated)
Total Liabilities	$ 104,693,446	$ 133,081,976	$ 88,511,994	$ 77,426,614	$ 133,081,976	$ 77,426,614	$ 77,426,614	$ 104,693,446	$ 77,998,123	$ 153,546,310
Class A Common Stock Subject to Possible Redemption	589,497,414	561,252,363	606,014,712	613,023,539	561,252,363	613,023,539	613,023,539	589,497,414	614,838,229	542,379,040
Additional paid-in capital	45,020,623	73,265,395	28,503,490	21,494,772	73,265,395	21,494,772	21,494,772	45,020,623	19,680,076	92,138,533
Retained Earnings (Accumulated Deficit)	(40,023,408)	(68,268,459)	(23,506,106)	(16,497,280)	(68,268,459)	(16,497,280)	(16,497,280)	(40,023,408)	(14,682,592)	(87,141,777)
Total Stockholders' Equity	$ 5,000,005	$ 5,000,005	$ 5,000,009	$ 5,000,008	$ 5,000,005	$ 5,000,008	$ 5,000,008	$ 5,000,005	$ 5,000,006	$ 5,000,010
Number of Class A common stock subject to redemption	58,347,830	55,562,376	59,998,219	61,093,779	55,562,376	61,093,779	61,093,779	58,347,830	61,025,925	53,712,502
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses (in shares)				69,000,000					69,000,000
Sale of 15,800,000 Private Placement Warrants (in shares)				15,800,000
Net loss	$ 28,245,051	$ (44,762,353)	$ (8,823,514)	$ (16,496,280)	$ (53,585,867)	$ (16,497,280)	$ (16,497,280)	$ (25,340,816)	$ (14,682,592)	$ (72,459,185)
STATEMENTS OF OPERATIONS (As Restated)
Net income (loss)	$ 28,245,051	$ (44,762,353)	$ (8,823,514)	$ (16,496,280)	$ (53,585,867)	$ (16,497,280)	(16,497,280)	$ (25,340,816)	$ (14,682,592)	$ (72,459,185)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption				62,839,019		62,839,019			61,961,631
Basic and diluted net income per share, Class A common stock subject to possible redemption				$ 0.04		$ 0.04			$ 0.08
Basic weighted average shares outstanding, Non-redeemable common stock	30,687,624	26,251,781	25,224,075	23,319,557	25,737,928	19,449,996		27,399,870	21,438,529	27,526,131
Diluted weighted average shares outstanding, Non-redeemable common stock	30,687,624	26,251,781	25,224,075		25,737,928	19,449,996		27,399,870	21,438,529	27,526,131
Basic 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)
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)
STATEMENTS OF CASH FLOWS (As Restated)
Net income (loss)	$ 28,245,051	$ (44,762,353)	$ (8,823,514)	$ (16,496,280)	$ (53,585,867)	$ (16,497,280)	(16,497,280)	$ (25,340,816)	$ (14,682,592)	$ (72,459,185)
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							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)
Restatement of derivative liabilities | Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock	$ 1,065	$ 1,344	$ 900	791	$ 1,344	791	791	$ 1,065	797	$ 1,529
STATEMENTS OF OPERATIONS (As Restated)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	55,562,376	59,998,219	61,025,925		60,512,072			58,850,130		58,723,869
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0	$ 0	$ 0.02		$ 0.03			$ 0.03		$ 0.03
Restatement of derivative liabilities | As Previously Reported
BALANCE SHEETS (As Restated)
Total Liabilities	$ 21,689,446	$ 21,739,976	$ 21,805,994	21,438,614	$ 21,739,976	21,438,614	21,438,614	$ 21,689,446	21,638,123	$ 23,602,761
Class A Common Stock Subject to Possible Redemption	672,501,414	672,594,363	672,720,712	669,011,539	672,594,363	669,011,539	669,011,539	672,501,414	671,198,229	672,322,591
Additional paid-in capital	219,294	126,347		2,491,696	126,347	2,491,696	2,491,696	219,294	305,001	398,119
Retained Earnings (Accumulated Deficit)	4,778,742	4,871,691	4,998,044	2,506,354	4,871,691	2,506,354	2,506,354	4,778,742	4,693,042	4,599,922
Total Stockholders' Equity	$ 5,000,005	$ 5,000,005	$ 5,000,009	$ 5,000,008	$ 5,000,005	$ 5,000,008	$ 5,000,008	$ 5,000,005	$ 5,000,006	$ 5,000,008
Number of Class A common stock subject to redemption	66,563,478	66,584,915	66,602,417	66,673,530	66,584,915	66,673,530	66,673,530	66,563,478	66,619,951	66,580,981
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses				$ 655,680,193					$ 655,680,193
Sale of 15,800,000 Private Placement Warrants				15,800,000					15,800,000
Class A Common stock subject to possible redemption	$ 92,949	$ 126,349	$ (1,522,483)	(669,011,539)					(669,011,539)	$ (1,124,362)
Net loss	(92,949)	(126,353)	1,522,486	2,507,354	$ 1,396,133	$ 2,506,354	$ 2,506,354	$ 1,303,184	4,693,042	1,124,364
STATEMENTS OF OPERATIONS (As Restated)
Net income (loss)	$ (92,949)	$ (126,353)	$ 1,522,486	$ 2,507,354	$ 1,396,133	$ 2,506,354	2,506,354	$ 1,303,184	$ 4,693,042	$ 1,124,364
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption				66,650,019		66,650,019			66,661,839
Basic and diluted net income per share, Class A common stock subject to possible redemption				$ 0.04		$ 0.04			$ 0.07
Basic weighted average shares outstanding, Non-redeemable common stock	19,686,364	19,664,749	19,630,049	19,549,981	19,647,399	17,433,711		19,660,482	18,180,430	19,657,411
Diluted weighted average shares outstanding, Non-redeemable common stock	19,686,364	19,664,749	19,630,049	3,769,576	19,647,399	17,433,711		19,660,482	18,180,430	19,657,411
Basic net loss per share, Non-redeemable common stock	$ 0	$ (0.01)	$ 0	$ 0	$ (0.01)	$ 0		$ (0.02)	$ (0.01)	$ (0.02)
Diluted net loss per share, Non-redeemable common stock	$ 0	$ (0.01)	$ 0	$ 0	$ (0.01)	$ 0		$ (0.02)	$ (0.01)	$ (0.02)
STATEMENTS OF CASH FLOWS (As Restated)
Net income (loss)	$ (92,949)	$ (126,353)	$ 1,522,486	$ 2,507,354	$ 1,396,133	$ 2,506,354	2,506,354	$ 1,303,184	$ 4,693,042	$ 1,124,364
Initial classification of Class A common stock subject to redemption							666,500,190		666,500,190
Change in value of Class A common stock subject to possible redemption			1,522,483		1,396,134		2,511,349	1,303,185	4,698,039	1,124,362
Restatement of derivative liabilities | As Previously Reported | Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock	$ 244	$ 242	$ 240	233	$ 242	233	233	$ 244	238	$ 242
STATEMENTS OF OPERATIONS (As Restated)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	66,563,636	66,585,251	66,619,951		66,602,601			66,589,518		66,592,589
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0	$ 0	$ 0.02		$ 0.02			$ 0.02		$ 0.02
Restatement of derivative liabilities | Restatement Adjustment
BALANCE SHEETS (As Restated)
Total Liabilities	$ 83,004,000	$ 111,342,000	$ 66,706,000	55,988,000	$ 111,342,000	55,988,000	55,988,000	$ 83,004,000	56,360,000	$ 129,943,549
Class A Common Stock Subject to Possible Redemption	(83,004,000)	(111,342,000)	(66,706,000)	(55,988,000)	(111,342,000)	(55,988,000)	(55,988,000)	(83,004,000)	(56,360,000)	(129,943,551)
Additional paid-in capital	44,801,329	73,139,048	28,503,490	19,003,076	73,139,048	19,003,076	19,003,076	44,801,329	19,375,075	91,740,414
Retained Earnings (Accumulated Deficit)	$ (44,802,150)	$ (73,140,150)	$ (28,504,150)	$ (19,003,634)	$ (73,140,150)	$ (19,003,634)	$ (19,003,634)	$ (44,802,150)	(19,375,634)	(91,741,699)
Total Stockholders' Equity									$ 0	$ 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)	(5,579,751)	(8,215,648)	(5,594,026)	(12,868,479)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses				$ (21,184,366)					$ (21,184,366)
Sale of 15,800,000 Private Placement Warrants				(15,800,000)					(15,800,000)
Class A Common stock subject to possible redemption	$ (28,338,000)	$ 44,636,000	$ 10,346,000	55,988,000					54,173,310	$ 73,583,551
Net loss	28,338,000	(44,636,000)	(10,346,000)	(19,003,634)	$ (54,982,000)	$ (19,003,634)	$ (19,003,634)	$ (26,644,000)	(19,375,634)	(73,583,549)
STATEMENTS OF OPERATIONS (As Restated)
Net income (loss)	$ 28,338,000	$ (44,636,000)	$ (10,346,000)	$ (19,003,634)	$ (54,982,000)	$ (19,003,634)	(19,003,634)	$ (26,644,000)	$ (19,375,634)	$ (73,583,549)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption				(3,811,000)		(3,811,000)			(4,700,208)
Basic and diluted net income per share, Class A common stock subject to possible redemption									$ 0.01
Basic weighted average shares outstanding, Non-redeemable common stock	11,001,260	6,587,032	5,594,026	3,769,576	6,090,529	2,016,285		7,739,388	3,258,099	7,868,720
Diluted weighted average shares outstanding, Non-redeemable common stock	11,001,260	6,587,032	5,594,026		6,090,529	2,016,285		7,739,388	3,258,099	7,868,720
Basic 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)
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)
STATEMENTS OF CASH FLOWS (As Restated)
Net income (loss)	$ 28,338,000	$ (44,636,000)	$ (10,346,000)	$ (19,003,634)	$ (54,982,000)	$ (19,003,634)	(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 of derivative liabilities | Restatement Adjustment | Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock	$ 821	$ 1,102	$ 660	558	$ 1,102	558	558	$ 821	559	$ 1,287
STATEMENTS OF OPERATIONS (As Restated)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	(11,001,260)	(6,587,032)	(5,594,026)		(6,090,529)			(7,739,388)		(7,868,720)
Basic and diluted net income per share, Class A common stock subject to possible redemption					$ 0.01			$ 0.01		$ 0.01
Restatement of redeemable common stock as temporary equity
BALANCE SHEETS (As Restated)
Class A Common Stock Subject to Possible Redemption	$ 696,588,944	$ 696,739,867	$ 696,687,607	692,105,665	$ 696,739,867	692,105,665	692,105,665	$ 696,588,944	694,927,303	$ 696,498,531
Retained Earnings (Accumulated Deficit)	(102,093,250)	(130,489,224)	(85,674,611)	(74,083,843)	(130,489,224)	(74,083,843)	(74,083,843)	(102,093,250)	(75,090,793)	(149,121,206)
Total Stockholders' Equity	$ (102,091,525)	$ (130,487,499)	$ (85,672,886)	$ (74,082,118)	$ (130,487,499)	$ (74,082,118)	$ (74,082,118)	$ (102,091,525)	$ (75,089,068)	$ (149,119,481)
Number of Class A common stock subject to redemption	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000	69,000,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses				$ 634,495,827					$ 634,495,827
Sale of 69,000,000 Units, net of underwriting discount and offering expenses (in shares)				69,000,000					69,000,000
Class A Common stock subject to possible redemption	$ (28,245,051)	$ 44,762,349	$ 8,823,517	$ (613,023,539)					$ (614,838,229)	$ 72,459,189
Net loss	28,245,051	(44,762,353)	(8,823,514)	(16,496,280)					(14,682,592)	(72,459,185)
Remeasurement for Class A common stock to redemption amount			(1,760,304)	(57,586,563)	$ (52,260)			$ 150,923	(60,431,476)	1,571,228
STATEMENTS OF OPERATIONS (As Restated)
Net income (loss)	28,245,051	(44,762,353)	(8,823,514)	(16,496,280)					(14,682,592)	(72,459,185)
STATEMENTS OF CASH FLOWS (As Restated)
Net income (loss)	$ 28,245,051	$ (44,762,353)	(8,823,514)	$ (16,496,280)					(14,682,592)	(72,459,185)
Initial classification of Class A common stock subject to redemption						$ 692,105,665			692,105,665
Change in value of Class A common stock subject to possible redemption			$ 1,760,304		$ 1,812,564	$ 2,105,665		$ 1,661,641	$ 2,821,638	$ 1,571,228
Restatement of redeemable common stock as temporary equity | Class A Common stock
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	69,000,000	69,000,000	69,000,000	68,250,000	69,000,000	36,505,814		69,000,000	47,829,545	69,000,000
Diluted weighted average shares outstanding, Non-redeemable common stock	69,000,000	69,000,000	69,000,000	68,250,000	69,000,000	36,505,814		69,000,000	47,829,545	69,000,000
Basic net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.10)	$ (0.19)	$ (0.62)	$ (0.31)		$ (0.29)	$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.10)	$ (0.19)	$ (0.62)			$ (0.29)		$ (0.84)
Restatement of redeemable common stock as temporary equity | Class B Common stock
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000	17,250,000	17,250,000	17,250,000	17,250,000		17,250,000	17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000	17,250,000	17,250,000	17,250,000	17,250,000		17,250,000	17,250,000	17,250,000
Basic net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.10)	$ (0.19)	$ (0.62)	$ (0.31)		$ (0.29)	$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.10)	$ (0.19)	$ (0.62)			$ (0.29)	$ (0.23)	$ (0.84)
Restatement of redeemable common stock as temporary equity | As Previously Reported
BALANCE SHEETS (As Restated)
Class A Common Stock Subject to Possible Redemption	$ 589,497,414	$ 561,252,363	$ 606,014,712	$ 613,023,539	$ 561,252,363	$ 613,023,539	$ 613,023,539	$ 589,497,414	$ 614,838,229	$ 542,379,040
Additional paid-in capital	45,020,623	73,265,395	28,503,490	21,494,772	73,265,395	21,494,772	21,494,772	45,020,623	19,680,076	92,138,533
Retained Earnings (Accumulated Deficit)	(40,023,408)	(68,268,459)	(23,506,106)	(16,497,280)	(68,268,459)	(16,497,280)	(16,497,280)	(40,023,408)	(14,682,592)	(87,141,777)
Total Stockholders' Equity	$ 5,000,005	$ 5,000,005	$ 5,000,009	$ 5,000,008	$ 5,000,005	$ 5,000,008	$ 5,000,008	$ 5,000,005	$ 5,000,006	$ 5,000,010
Number of Class A common stock subject to redemption	58,347,830	55,562,376	59,998,219	61,093,779	55,562,376	61,093,779	61,093,779	58,347,830	61,025,925	53,712,502
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses				$ 634,495,827					$ 634,495,827
Change in value of Class A common stock subject to possible redemption			$ 8,823,517	$ (613,023,539)	$ 44,762,349			$ (28,245,051)	(614,838,229)	$ 72,459,189
STATEMENTS OF OPERATIONS (As Restated)
Diluted weighted average shares outstanding, Non-redeemable common stock				19,549,981
STATEMENTS OF CASH FLOWS (As Restated)
Initial classification of Class A common stock subject to redemption						$ 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)
Restatement of redeemable common stock as temporary equity | As Previously Reported | Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock	$ 1,065	$ 1,344	$ 900	$ 791	$ 1,344	$ 791	$ 791	$ 1,065	$ 797	$ 1,529
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	55,562,376	59,998,219	61,025,925	62,839,019	60,512,072	62,839,019		58,850,130	61,961,631	58,723,869
Diluted weighted average shares outstanding, Non-redeemable common stock	55,562,376	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 net loss per share, Non-redeemable common stock			$ 0.02	$ 0.04	$ 0.03	$ 0.04		$ 0.03	$ 0.08	$ 0.03
Diluted net loss per share, Non-redeemable common stock			$ 0.02	$ 0.04	$ 0.03	$ 0.04		$ 0.03		$ 0.03
Restatement of redeemable common stock as temporary equity | As Previously Reported | Class B Common stock
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	30,687,624	26,251,781	25,224,075	23,319,557	25,737,928	19,449,996		27,399,870	21,438,529	27,526,131
Diluted weighted average shares outstanding, Non-redeemable common stock	30,687,624	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 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)
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)
Restatement of redeemable common stock as temporary equity | Restatement Adjustment
BALANCE SHEETS (As Restated)
Class A Common Stock Subject to Possible Redemption	$ 107,091,530	$ 135,487,504	$ 90,672,895	$ 79,082,126	$ 135,487,504	$ 79,082,126	79,082,126	$ 107,091,530	$ 80,089,074	$ 154,119,491
Additional paid-in capital	(45,020,623)	(73,265,395)	(28,503,490)	(21,494,772)	(73,265,395)	(21,494,772)	(21,494,772)	(45,020,623)	(19,680,076)	(92,138,533)
Retained Earnings (Accumulated Deficit)	(62,069,842)	(62,220,765)	(62,168,505)	(57,586,563)	(62,220,765)	(57,586,563)	(57,586,563)	(62,069,842)	(60,408,201)	(61,979,429)
Total Stockholders' Equity	$ (107,091,530)	$ (135,487,504)	$ (90,672,895)	$ (79,082,126)	$ (135,487,504)	$ (79,082,126)	$ (79,082,126)	$ (107,091,530)	$ (80,089,074)	$ (154,119,491)
Number of Class A common stock subject to redemption	10,652,170	13,437,624	9,001,781	7,906,221	13,437,624	7,906,221	7,906,221	10,652,170	7,974,075	15,287,498
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (As Restated)
Sale of 69,000,000 Units, net of underwriting discount and offering expenses				$ (634,495,827)					$ (634,495,827)
Change in value of Class A common stock subject to possible redemption			$ (8,823,517)	613,023,539	$ (44,762,349)			$ 28,245,051	614,838,229	$ (72,459,189)
Remeasurement for Class A common stock to redemption amount			(1,760,304)	(57,586,563)	(52,260)			150,923	(60,431,476)	1,571,228
STATEMENTS OF CASH FLOWS (As Restated)
Initial classification of Class A common stock subject to redemption						$ 63,715,475			63,415,475
Change in value of Class A common stock subject to possible redemption			10,583,821		55,397,930	17,472,316		27,002,456	16,373,959	74,030,417
Restatement of redeemable common stock as temporary equity | Restatement Adjustment | Class A Common stock
BALANCE SHEETS (As Restated)
Class A Common Stock	$ (1,065)	$ (1,344)	$ (900)	$ (791)	$ (1,344)	$ (791)	$ (791)	$ (1,065)	$ (797)	$ (1,529)
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	13,437,624	9,001,781	7,974,075	5,410,981	8,487,928	(26,333,205)		10,149,870	(14,132,086)	10,276,131
Diluted weighted average shares outstanding, Non-redeemable common stock	13,437,624	9,001,781	7,974,075	5,410,981	8,487,928	(26,333,205)		10,149,870	(14,132,086)	10,276,131
Basic net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.12)	$ (0.23)	$ (0.65)	$ (0.35)		$ (0.32)	$ (0.31)	$ (0.87)
Diluted net loss per share, Non-redeemable common stock	$ 0.33	$ (0.52)	$ (0.12)	$ (0.23)	$ (0.65)	$ (0.35)		$ (0.32)		$ (0.87)
Restatement of redeemable common stock as temporary equity | Restatement Adjustment | Class B Common stock
STATEMENTS OF OPERATIONS (As Restated)
Basic weighted average shares outstanding, Non-redeemable common stock	(13,437,624)	(9,001,781)	(7,974,075)	(6,069,557)	(8,487,928)	(2,199,996)		(10,149,870)	(4,188,529)	(10,276,131)
Diluted weighted average shares outstanding, Non-redeemable common stock	(13,437,624)	(9,001,781)	(7,974,075)	(6,069,557)	(8,487,928)	(2,199,996)		(10,149,870)	(4,188,529)	(10,276,131)
Basic net loss per share, Non-redeemable common stock	$ (0.59)	$ 1.19	$ 0.31	$ 0.62	$ 1.52	$ 0.67		$ 0.69	$ 0.68	$ 1.84
Diluted net loss per share, Non-redeemable common stock	$ (0.59)	$ 1.19	$ 0.31	$ 0.62		$ 0.67		$ 0.69	$ 0.68	$ 1.84

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per ordinary share (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$ 6,639,430	$ 2,516,752
Unrealized gain (loss) on marketable securities held in Trust Account	45,988	1,276
Net income allocable to Class A common stock subject to possible redemption	$ (14,682,592)	$ (72,459,185)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic weighted average shares outstanding, Class A common stock subject to possible redemption	17,250,000	17,250,000
Diluted weighted average shares outstanding, Class A common stock subject to possible redemption	17,250,000	17,250,000
Numerator: Net loss minus net earnings
Net loss	$ (14,682,592)	$ (72,459,185)
Denominator: Weighted Average Non-redeemable common stock
Basic weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Basic net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)
Diluted net loss per share, Non-redeemable common stock	$ (0.23)	$ (0.84)
Class A Common Stock Subject to Possible Redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest income	$ 6,410,370	$ 1,959,040
Unrealized gain (loss) on marketable securities held in Trust Account	44,401	993
Less: Company's portion available to be withdrawn to pay taxes	(1,344,722)	(534,953)
Less: Company's portion available to be withdrawn for working capital purposes	(241,375)	(194,600)
Net income allocable to Class A common stock subject to possible redemption	$ 4,868,674	$ 1,230,480
Denominator: Weighted average Class A common stock subject to possible redemption
Basic weighted average shares outstanding, Class A common stock subject to possible redemption	61,961,631	58,723,869
Diluted weighted average shares outstanding, Class A common stock subject to possible redemption	61,961,631	58,723,869
Basic and diluted net income per share, Class A common stock subject to possible redemption	$ 0.08	$ 0.02
Numerator: Net loss minus net earnings
Net loss	$ 4,868,674	$ 1,230,480
Denominator: Weighted Average Non-redeemable common stock
Basic weighted average shares outstanding, Non-redeemable common stock	61,961,631	58,723,869
Diluted weighted average shares outstanding, Non-redeemable common stock	61,961,631	58,723,869
Non-Redeemable Common Stock
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Net income allocable to Class A common stock subject to possible redemption	$ (14,682,592)	$ (72,459,185)
Denominator: Weighted average Class A common stock subject to possible redemption
Basic weighted average shares outstanding, Class A common stock subject to possible redemption	21,438,529	27,526,131
Diluted weighted average shares outstanding, Class A common stock subject to possible redemption	21,438,529	27,526,131
Numerator: Net loss minus net earnings
Net loss	$ (14,682,592)	$ (72,459,185)
Less: Income attributable to Class A common stock subject to possible redemption	(4,868,674)	(1,230,480)
Non-redeemable net loss	$ (19,551,226)	$ (73,689,665)
Denominator: Weighted Average Non-redeemable common stock
Basic weighted average shares outstanding, Non-redeemable common stock	21,438,529	27,526,131
Diluted weighted average shares outstanding, Non-redeemable common stock	21,438,529	27,526,131
Basic net loss per share, Non-redeemable common stock	$ (0.91)	$ (2.68)
Diluted net loss per share, Non-redeemable common stock	$ (0.91)	$ (2.68)

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Apr. 30, 2019
Cash equivalents	$ 0	$ 0	$ 0	$ 0
Cash withdrawn from trust account	856,250
Unrecognized tax benefits	0	0
Accrued interest and penalty	0	$ 0
Federal depository insurance corporation	$ 250,000
Statutory federal income tax rate	21%	21%
US Treasury Bill Securities
Cash withdrawn from trust account	$ 2,246,250
Warrant
Amount of antidilutive securities excluded from computation of earnings per share	38,800,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Denominator:
Basic weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Basic net loss per ordinary share	$ (0.23)	$ (0.84)
Diluted net loss per ordinary share	$ (0.23)	$ (0.84)
Class A Common stock
Numerator:
Allocation of net loss, as adjusted	$ (10,790,821)	$ (57,967,348)
Denominator:
Basic weighted average shares outstanding, Non-redeemable common stock	47,829,545	69,000,000
Diluted weighted average shares outstanding, Non-redeemable common stock	47,829,545	69,000,000
Basic net loss per ordinary share	$ (0.23)	$ (0.84)
Diluted net loss per ordinary share	$ (0.23)	$ (0.84)
Class B Common stock
Numerator:
Allocation of net loss, as adjusted	$ (3,891,771)	$ (14,491,837)
Denominator:
Basic weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Diluted weighted average shares outstanding, Non-redeemable common stock	17,250,000	17,250,000
Basic net loss per ordinary share	$ (0.23)	$ (0.84)
Diluted net loss per ordinary share	$ (0.23)	$ (0.84)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares			12 Months Ended
	Nov. 10, 2020	Jul. 01, 2019	Dec. 31, 2020
Class of warrant or right exercise price of warrants or rights		$ 11.50
IPO
Issuance of Class B common stock to Sponsor (in shares)		69,000,000
Nominal value per share		$ 10
Over-Allotment Option
Issuance of Class B common stock to Sponsor (in shares)		9,000,000
Nominal value per share		$ 10
Private Placement
Class of warrant or right exercise price of warrants or rights		1
Class A Common stock
Issuance of Class B common stock to Sponsor (in shares)			1
Number of shares issuable per warrant			1
Class A Common stock | IPO
Issuance of Class B common stock to Sponsor (in shares)	10,000,000
Class of warrant or right exercise price of warrants or rights		$ 11.50
Number of shares in a unit		1
Number of warrants in a unit		0.33
Number of shares issuable per warrant		1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	Jul. 01, 2019	Dec. 31, 2019	Dec. 31, 2020
Class of warrant or right exercise price of warrants or rights	$ 11.50
Proceeds from issuance of warrants		$ 15,800,000
Class A Common stock
Number of shares issuable per warrant			1
Private Placement
Number of warrants issued	15,800,000
Class of warrant or right exercise price of warrants or rights	$ 1
Proceeds from issuance of warrants	$ 15,800,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Convertible Promissory Note - USD ($)	12 Months Ended
	Dec. 31, 2020	Nov. 02, 2020
Probability for consummation of business combination	85%	85%
Fair value as of January 1, 2020	$ 0
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

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)						1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 10, 2020	Jul. 01, 2019	Jun. 26, 2019	Jun. 07, 2019	Apr. 29, 2019	May 31, 2019	Dec. 31, 2019	Dec. 31, 2020	Nov. 02, 2020
Stock issued during period value new issues							$ 25,000
Share Price								$ 18
Initial Public Offering Cost					$ 300,000
Notes payable related parties		$ 200,000
Management fee expense			$ 20,000
Debt conversion original debt amount								$ 1,500,000
Debt instrument convertible conversion price								$ 1
Warrants price		$ 11.50
Sponsor [Member]
Equity method investment ownership percentage								20%
Convertible Promissory Note
Aggregate principal amount to be issued								$ 1,500,000	$ 1,500,000
Additional Paid in Capital
Stock issued during period value new issues							23,275
Over-Allotment Option
Issuance of Class B common stock to Sponsor (in shares)		9,000,000
IPO
Issuance of Class B common stock to Sponsor (in shares)		69,000,000
Related Party Loan
Related party transaction, selling, general and administrative expenses from transactions with related party							$ 123,333	$ 240,000
Sponsor [Member]
Weighted average number of shares common stock subject to repurchase or cancellation								2,250,000
Sponsor [Member] | Convertible Promissory Note
Maximum amount of promissory note convertible into warrants									$ 1,500,000
Warrants price									$ 1
Class A Common stock
Issuance of Class B common stock to Sponsor (in shares)								1
Common shares, shares outstanding							0	0
Weighted average number of shares common stock subject to repurchase or cancellation							47,829,545	69,000,000
Share Price								$ 12
Class A Common stock | IPO
Issuance of Class B common stock to Sponsor (in shares)	10,000,000
Warrants price		$ 11.50
Class B Common stock
Issuance of Class B common stock to Sponsor (in shares)						8,625,000	17,250,000
Stock issued during period value new issues						$ 25,000
Dividends common stock dividends per share				$ 1
Common shares, shares outstanding				11,500,000			17,250,000	17,250,000
Class B Common stock | Founder Shares
Restrictions on transfer period of time after business combination completion								1 year
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences								150 days

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jul. 01, 2019	Dec. 31, 2019	Dec. 31, 2020	Oct. 12, 2020
Fair value as of beginning period			$ 56,360,000
Initial measurement on October 12, 2020	$ 38,110,000
Change in valuation inputs or other assumptions		$ 18,250,000	21,498,000
Fair value as of ending period		56,360,000	$ 77,858,000
Prosus Agreement
Probability for consummation of business combination			85%	85%
Fair value as of beginning period			$ 0
Initial measurement on October 12, 2020			45,045,478
Change in valuation inputs or other assumptions			5,432,712
Fair value as of ending period		$ 0	$ 50,481,190

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)						1 Months Ended		9 Months Ended	12 Months Ended
	Nov. 10, 2020	Oct. 14, 2020	Oct. 13, 2020	Oct. 12, 2020	Jul. 01, 2019	Oct. 31, 2020	May 31, 2019	Dec. 31, 2019	Dec. 31, 2020
Deferred underwriting fees payable									$ 21,371,000
Deferred underwriting discount shares					7,940,000
Deferred underwriting upfront payment					$ 1,588,000
Debt issuance costs, net					$ 2,779,000
Proceeds from sale of Units, net of underwriting discounts paid								$ 677,788,000
Accounts payable and accrued expenses								$ 257,466	$ 635,483
Warrants price					$ 11.50
Global Knowledge Merger Agreement [Member]
Equity interests on issued and outstanding									100%
IPO
Nominal value per share					$ 10
Newly issued shares					69,000,000
Proceeds from sale of Units, net of underwriting discounts paid					$ 690,000,000
Class A Common stock
Common stock, par value				$ 0.0001				$ 0.0001	$ 0.0001
Newly issued shares									1
Number of shares issuable per warrant									1
Class A Common stock | Prosus Agreement [Member]
Equity interests on issued and outstanding									20%
Class A Common stock | IPO
Newly issued shares	10,000,000
Warrants price					$ 11.50
Number of shares issuable per warrant					1
Class B Common stock
Common stock, par value								$ 0.0001	$ 0.0001
Newly issued shares							8,625,000	17,250,000
Class C Common Stock
Common stock, par value				$ 0.0001
Skillsoft Merger Agreement
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 | Class A Common stock
Nominal value per share				$ 0.01
Skillsoft Merger Agreement | Class B Common stock
Nominal value per share				0.01
Global Knowledge Merger Agreement [Member]
Warrants price									$ 11.50
Aggregate warrants to be issued									5,000,000
Prosus Agreement [Member] | Class A Common stock
Nominal value per share	$ 10
Newly issued shares	40,000,000
Number of shares issuable per warrant									0.33
Prosus Agreement [Member] | Class A Common stock | IPO
Nominal value per share	$ 10
Newly issued shares	50,000,000
Proceeds from sale of Units, net of underwriting discounts paid	$ 500,000,000
SuRo Subscription Agreement
Nominal value per share		$ 10
Newly issued shares		1,000,000
Rhone Subscription Agreement
Nominal value per share				$ 10
Newly issued shares				5,000,000
Lodbrok Subscription Agreement
Nominal value per share			$ 10
Newly issued shares			2,000,000
Service Provider Agreement
Success fee									$ 150,000
Consulting fees									222,742
Accounts payable and accrued expenses									$ 9,975
Restructuring Support Agreement [Member] | Amended And Restated First Lien Credit And Guaranty Agreement
Percentage of investment and beneficially owns outstanding				100%
Restructuring Support Agreement [Member] | Amended And Restated Second Lien Credit And Guaranty Agreement
Percentage of investment and beneficially owns outstanding				100%

STOCKHOLDERS' DEFICIT (Restat_2

STOCKHOLDERS' DEFICIT (Restated, see Note 2 Amendment 2) (Details)	Dec. 31, 2020 Vote $ / shares shares	Oct. 12, 2020 $ / shares	Dec. 31, 2019 $ / shares shares	Jun. 07, 2019 shares
Preference shares, par value | $ / shares	$ 0.0001		$ 0.0001
Preference shares, shares authorized	1,000,000		1,000,000
Preference shares, shares issued	0		0
Preference shares, shares outstanding	0		0
Sponsor [Member]
Equity interests on issued and outstanding	20%
Class A Common stock
Common shares, shares authorized	200,000,000		200,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, votes per share | Vote	1
Common shares, shares issued	0		0
Common shares, shares outstanding	0		0
Temporary equity, shares issued	69,000,000		69,000,000
Common shares, shares subject to possible redemption	69,000,000		69,000,000
Class B Common stock
Common shares, shares authorized	20,000,000		20,000,000
Common stock, par value | $ / shares	$ 0.0001		$ 0.0001
Common stock, votes per share | Vote	1
Common shares, shares issued	17,250,000		17,250,000
Common shares, shares outstanding	17,250,000		17,250,000	11,500,000

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
WARRANT LIABILITY
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants exercisable term from the closing of the initial public offering	12 months
Class of warrant or right warrants expiration period	5 years
Class of warrant or right warrants redemption price	$ 0.01
Redemption period	30 days
Share price	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

INCOME TAX - Company's net defe

INCOME TAX - Company's net deferred tax liability (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset (liability)
Startup and organizational expenses	$ 148,348
Unrealized gain on marketable securities	(976)	$ (9,657)
Deferred tax asset (liability)	147,372	(9,657)
Valuation Allowance	(148,348)
Deferred tax asset (liability), net of allowance	$ (976)	$ (9,657)

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Federal
Current expense		$ 495,442	$ 1,237,860
Deferred (benefit) expense		(157,029)	9,657
State and Local
Change in valuation allowance		148,348
Income tax provision	$ 1,247,517	$ 486,761	$ 1,247,517

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
INCOME TAX
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Transaction costs attributable to Initial Public Offering	0%	(1.80%)
Loss on conversion option liability	(0.50%)	0%
Loss on warrant liability	(6.30%)	(28.50%)
Loss on Prosus agreement	(14.70%)	0%
Valuation allowance	(0.20%)	0%
Income tax provision	(0.70%)	(9.30%)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Level 1
Assets:
Cash and marketable securities held in Trust Account	$ 696,957,196	$ 695,295,418
Level 3
Liabilities:
Prosus Agreement liability	50,481,190
Conversion option liability	1,604,359
Private Placement Warrants | Level 3
Liabilities:
Warrant Liabilities	32,548,000	23,700,000
Public Warrants | Level 1
Liabilities:
Warrant Liabilities	$ 45,310,000	$ 32,660,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)		12 Months Ended
	Nov. 02, 2020 item $ / shares USD ($)	Dec. 31, 2020 item $ / shares USD ($)	Oct. 12, 2020 item USD ($)	Dec. 31, 2019 item $ / shares USD ($)
FAIR VALUE MEASUREMENTS
Number of Class A Shares	1.50%
Private Placement Warrants | Exercise price
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $ / shares	11.50	11.50
Private Placement Warrants | Stock price
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $ / shares	9.97	10.35
Private Placement Warrants | Volatility
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0.30	0.30
Private Placement Warrants | Probability of completing a Business Combination
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0.85	0.85
Private Placement Warrants | Term
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $	5.28	5.11
Private Placement Warrants | Risk-free rate
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0.0041	0.0038
Private Placement Warrants | Dividend yield
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0	0
Prosus Agreement Liability | Exercise price | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $		500,000,000	400,000,000
Prosus Agreement Liability | Underlying value | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $		550,300,000	436,800,000
Prosus Agreement Liability | Volatility | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities			0.40
Prosus Agreement Liability | Term | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $		0.33	0.08
Prosus Agreement Liability | Risk-free rate | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0.0009	0.0010
Prosus Agreement Liability | Dividend yield | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0	0
Black-Scholes Valuation | Private Placement Warrants | Exercise price
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $ / shares		11.50		11.50
Black-Scholes Valuation | Private Placement Warrants | Stock price
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $ / shares		10.35		10.44
Black-Scholes Valuation | Private Placement Warrants | Volatility
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0.300		0.2000
Black-Scholes Valuation | Private Placement Warrants | Probability of completing a Business Combination
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0.85		0.800
Black-Scholes Valuation | Private Placement Warrants | Term
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $		5.11		5.33
Black-Scholes Valuation | Private Placement Warrants | Risk-free rate
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0.3800		1.7400
Black-Scholes Valuation | Private Placement Warrants | Dividend yield
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities		0		0
Black-Scholes Valuation | Conversion Option Liabilities | Level 3
FAIR VALUE MEASUREMENTS
Number of Class A Shares		1.50%
Estimated fair value liabilities	1.92
Black-Scholes Valuation | Conversion Option Liabilities | Exercise price | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $ / shares	1	1
Black-Scholes Valuation | Conversion Option Liabilities | Volatility | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	1.25	1.10
Black-Scholes Valuation | Conversion Option Liabilities | Term | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities | $	0.28	0.11
Black-Scholes Valuation | Conversion Option Liabilities | Risk-free rate | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0.0009	0.0008
Black-Scholes Valuation | Conversion Option Liabilities | Dividend yield | Level 3
FAIR VALUE MEASUREMENTS
Estimated fair value liabilities	0	0

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value of warrant liabilities (Details) - USD ($)				2 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Nov. 02, 2020	Oct. 12, 2020	Jul. 01, 2019	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period							$ 56,360,000
Initial measurement			$ 38,110,000
Change in valuation inputs or other assumptions						$ 18,250,000	21,498,000
Fair value as of ending period				$ 77,858,000	$ 77,858,000	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 period							23,700,000
Initial measurement			15,800,000
Change in valuation inputs or other assumptions						7,900,000	8,848,000
Fair value as of ending period				32,548,000	32,548,000	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 period							32,660,000
Initial measurement			$ 22,310,000
Change in valuation inputs or other assumptions						10,350,000	12,650,000
Fair value as of ending period				45,310,000	45,310,000	$ 32,660,000	45,310,000
Prosus Agreement Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement		$ 45,045,478
Change in valuation inputs or other assumptions					5,432,712
Fair value as of ending period				50,481,190	50,481,190		50,481,190
Conversion Option Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	$ 1,493,877
Change in valuation inputs or other assumptions				110,482
Fair value as of ending period				$ 1,604,359	$ 1,604,359		$ 1,604,359