MultiPlan (MPLN) 10-Q 13 Nov 20 2020 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 11, 2020
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Registrant Name	MultiPlan Corporation
Entity Central Index Key	0001793229
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	MPLN
Security Exchange Name	NYSE
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		667,461,272

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)		Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash		$ 3,189,455	$ 34,000
Prepaid expenses		297,692	0
Total Current Assets		3,487,147	34,000
Cash equivalents held in Trust Account		1,104,025,998	0
Deferred offering costs		0	284,930
TOTAL ASSETS		1,107,513,145	318,930
Current liabilities
Accrued expenses		8,760,496	1,450
Accrued offering costs		0	168,930
Income taxes payable		310,298	0
Promissory note - related party		0	125,000
Total Current Liabilities		9,070,794	295,380
Convertible promissory note - related party		1,500,000	0
Deferred underwriting fee payable		38,500,000	0
Total Liabilities		49,070,794	295,380
Commitments
Common stock subject to possible redemption, 105,003,860 and no shares at redemption value at September 30, 2020 and December 31, 2019, respectively		1,053,442,348	0
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		0	0
Additional paid-in capital		11,959,382	22,250
Accumulated deficit		(6,962,629)	(1,450)
Total Stockholders' Equity		5,000,003	23,550
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		1,107,513,145	318,930
Class A common stock
Stockholders' Equity
Common stock value		500	0
Total Stockholders' Equity		500	0
Class B Common Stock
Stockholders' Equity
Common stock value	[1]	2,750	2,750
Total Stockholders' Equity		$ 2,750	$ 2,750
[1]	Included an aggregate of 2,500,000 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full at December 31, 2019 (see Note 5).

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020
Temporary Equity, Shares Outstanding	105,003,860	105,003,860
Temporary Equity, Redemption Share	0	0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Weighted average number of shares, common stock subject to repurchase or cancellation	2,500,000
Class A common stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	0	4,996,140
Common Stock, Shares, Outstanding	0	4,996,140
Common Stock Redemption Share	0	105,003,860
Class B Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	27,500,000	27,500,000
Common Stock, Shares, Outstanding	27,500,000	27,500,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2020	Sep. 30, 2020
CONDENSED STATEMENT OF OPERATIONS
Operating costs		$ 8,615,032	$ 10,676,879
Loss from operations		(8,615,032)	(10,676,879)
Other income:
Interest earned on cash equivalents held in Trust Account		160,319	4,375,998
Unrealized gain on cash equivalents held in Trust Account		6,366	0
Other income, net		166,685	4,375,998
Loss before provision for income taxes		(8,448,347)	(6,300,881)
Provision for income taxes		(209,330)	(660,298)
Net loss		$ (8,657,677)	$ (6,961,179)
Weighted average shares outstanding, basic and diluted (1)	[1]	31,301,692	30,815,111
Basic and diluted net loss per common share (2)	[2]	$ (0.28)	$ (0.31)
[1]	Excludes an aggregate of 105,003,860 shares subject to possible redemption at September 30, 2020.
[2]	Excludes interest income of $0 and $2,449,217 attributable to shares subject to possible redemption for the three and nine months ended September 30, 2020, respectively (see Note 2).

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
CONDENSED STATEMENT OF OPERATIONS
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		105,003,860
Temporary Equity, Dividends, Adjustment	$ 0	$ 2,449,217

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Additional Paid in Capital [Member]Common stock subject to possible redemption	Additional Paid in Capital [Member]	(Accumulated Deficit) / Retained Earnings [Member]Common stock subject to possible redemption	(Accumulated Deficit) / Retained Earnings [Member]	Class A common stockCommon stock subject to possible redemption	Class A common stock	Class B Common StockCommon stock subject to possible redemption	Class B Common Stock	Common stock subject to possible redemption	Total
Balance at Dec. 31, 2019		$ 22,250		$ (1,450)		$ 0		$ 2,750		$ 23,550
Balance (in shares) at Dec. 31, 2019						0		27,500,000
Sale of 110,000,000 Units, net of underwriting discount and offering expenses		1,042,368,980		0		$ 11,000		$ 0		1,042,379,980
Sale of 110,000,000 Units, net of underwriting discount and offering expenses (in shares)						110,000,000		0
Sale of 23,000,000 Private Placement Warrants		23,000,000		0		$ 0		$ 0		23,000,000
Common stock subject to possible redemption		(1,063,424,462)		0		$ (10,599)		$ 0		(1,063,435,061)
Common stock subject to possible redemption (in shares)						(105,990,308)		0
Net loss		0		3,031,538		$ 0		$ 0		3,031,538
Balance at Mar. 31, 2020		1,966,768		3,030,088		$ 401		$ 2,750		5,000,007
Balance (in shares) at Mar. 31, 2020						4,009,692		27,500,000
Balance at Dec. 31, 2019		22,250		(1,450)		$ 0		$ 2,750		23,550
Balance (in shares) at Dec. 31, 2019						0		27,500,000
Sale of 23,000,000 Private Placement Warrants										23,000,000
Net loss										(6,961,179)
Balance at Sep. 30, 2020		11,959,382		(6,962,629)		$ 500		$ 2,750		5,000,003
Balance (in shares) at Sep. 30, 2020						4,996,140		27,500,000
Balance at Mar. 31, 2020		1,966,768		3,030,088		$ 401		$ 2,750		5,000,007
Balance (in shares) at Mar. 31, 2020						4,009,692		27,500,000
Shares issued	$ 1,335,021		$ 0		$ 13		$ 0		$ 1,335,034
Shares issued (in shares)					132,236		0
Net loss		0		(1,335,040)		$ 0		$ 0		(1,335,040)
Balance at Jun. 30, 2020		3,301,789		1,695,048		$ 414		$ 2,750		5,000,001
Balance (in shares) at Jun. 30, 2020						4,141,928		27,500,000
Shares issued	$ 8,657,593		$ 0		$ 86		$ 0		$ 8,657,679
Shares issued (in shares)					854,212		0
Net loss		0		(8,657,677)		$ 0		$ 0		(8,657,677)
Balance at Sep. 30, 2020		$ 11,959,382		$ (6,962,629)		$ 500		$ 2,750		$ 5,000,003
Balance (in shares) at Sep. 30, 2020						4,996,140		27,500,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2020shares
IPO
Partners' Capital Account, Units, Sale of Units	110,000,000
Private Placement
Partners' Capital Account, Units, Sale of Units	23,000,000

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (6,961,179)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash equivalents held in Trust Account	(4,375,998)
Unrealized loss on marketable securities held in Trust Account	0
Changes in operating assets and liabilities:
Prepaid expenses	(297,692)
Income taxes payable	310,298
Accrued expenses	8,759,046
Net cash used in operating activities	(2,565,525)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(1,100,000,000)
Cash withdrawn for tax payments	350,000
Net cash used in investing activities	(1,099,650,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	1,081,598,000
Proceeds from sale of Private Placement Warrants	23,000,000
Proceeds from convertible promissory note	1,500,000
Proceeds from promissory note - related party	209,600
Repayment of promissory note - related party	(334,600)
Payment of offering costs	(602,020)
Net cash provided by financing activities	1,105,370,980
Net Change in Cash	3,155,455
Cash - Beginning of period	34,000
Cash - End of period	3,189,455
Supplemental cash flow information:
Cash paid for income taxes	350,000
Non-Cash investing and financing activities:
Initial classification of common stock subject to redemption	1,060,389,960
Change in value of common stock subject to possible redemption	(6,947,612)
Deferred underwriting fee payable	$ 38,500,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MultiPlan Corporation, formerly known as Churchill Capital Corp III (formerly known as Butler Acquisition Corp), was incorporated in Delaware on October 30, 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. Business Combination On October 8, 2020 (the " Closing Date "), Churchill consummated the previously announced Business Combination. Upon the consummation of the Business Combination: (i) First Merger Sub was merged with and into MultiPlan Parent with MultiPlan Parent being the surviving company in the merger and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, MultiPlan Parent was merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of Churchill. Holders of 8,693,855 shares of the Company's Class A common stock sold in its Initial Public Offering (as defined below) properly exercised their right to have such shares redeemed for a full pro rata portion of the Trust Account (as defined below) holding the proceeds from the Company's Initial Public Offering, calculated as of two business days prior to the consummation of the Business Combination, or approximately $10.03 per share and $87.2 million in the aggregate. In connection with the consummation of the Business Combination, among other things, and pursuant to the Merger Agreement the Company issued to the former indirect owners of Polaris Parent Corp. an aggregate of 415,700,000 shares of Class A common stock. In July 2020, the Company entered into subscription agreements (collectively, the “ Subscription Agreements ”) pursuant to which certain investors agreed to: (a) subscribe for (x) 130,000,000 shares of the Company’s Class A common stock at a purchase price of $10.00 per share for an aggregate commitment of $1,300,000,000 and (y) warrants to purchase 6,500,000 shares of the Company’s Class A Common Stock (for each share of the Company’s Class A common stock subscribed, the investor was entitled to receive 1/20th of a warrant to purchase one share of the Company’s Class A common stock, with each whole warrant having a strike price of $12.50 per share and a 5-year maturity from the closing of the Business Combination) (collectively, the “ Common PIPE Investment ”). The Common PIPE Investment was subject to an original issue discount (payable in additional shares of the Company’s Class A common stock) of 1% for subscriptions of $250,000,000 or less and 2.5% for subscriptions of more than $250,000,000, which resulted in an additional 2,050,000 shares of the Company’s Class A common stock being issued on the Closing Date, and (b) buy $1,300,000,000 in aggregate principal amount of 6.00% / 7.00% convertible senior PIK toggle notes due 2027 (the “ Convertible Notes ”) with an original issue discount of 2.5% (the “ Convertible PIPE Investment ” and, together with the Common PIPE Investment, the “ PIPE Investments ”). At the closing of the Business Combination (the “ Closing ”), the Company (i) consummated the Common PIPE Investment and issued 132,050,000 shares of its Class A common stock and warrants to purchase 6,500,000 shares of its Class A common Stock for aggregate gross proceeds of $1,300,000,000 and (ii) issued $1,300,000,000 in aggregate principal amount of Convertible Notes for aggregate gross proceeds of $1,267,500,000. In accordance with the terms of the Merger Agreement, on the Closing Date, Polaris Intermediate Corp. entered into a supplemental indenture to the indenture governing the Convertible Notes pursuant to which Polaris Intermediate Corp. agreed to guarantee the Company’s obligations under the Convertible Notes. At the Closing, the entirety of the placement fee owed to The Klein Group, LLC was paid in cash. After giving effect to the Transactions and the redemption of public shares as described above, there are currently 667,461,269 shares of the Company’s Class A common stock issued and outstanding, excluding the 9,094,876 shares purchased by a subsidiary of MultiPlan in August 2020, which shares are held by the Company as treasury shares. Business Prior to the Business Combination Prior to the Business Combination, the Company’s subsidiaries were comprised of First Merger Sub and Second Merger Sub. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (the “ Initial Public Offering ”), which is described below, identifying a target company for a business combination, and consummating the Transactions. The registration statements for the Company’s Initial Public Offering were declared effective on February 13, 2020. On February 19, 2020, the Company consummated the Initial Public Offering of 110,000,000 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 underwriters of the over-allotment option to purchase an additional 10,000,000 Units, at $10.00 per Unit, generating gross proceeds of $1,100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 23,000,000 warrants (the “ Private Placement Warrants ”) at a price of $1.00 per Private Placement Warrant in a private placement to Churchill Sponsor III LLC, (the “ Sponsor ”), generating gross proceeds of $23,000,000 which is described in Note 4. Transaction costs amounted to $57,620,020 consisting of $18,402,000 of underwriting fees, $38,500,000 of deferred underwriting fees and $718,020 of other offering costs.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the " SEC ") for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the periodic and other reports, proxy statements and other information filed or furnished by the Company with the Securities and Exchange Commission, including the Company’s Current Report on Form 8-K filed on October 9, 2020. The interim results for the three and nine months ended September 30, 2020 do not reflect the effect of the Transactions and are not indicative of the results to be expected for year ended December 31, 2020 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Prior to the consummation of the Business Combination, the Company was 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 was eligible to 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 Securities Exchange Act of 1934, as amended (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. Upon consummation of the Business Combination, the Company ceased to be an “emerging growth company.” Use of Estimates The preparation of the condensed consolidated 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 September 30, 2020 and December 31, 2019. Cash Equivalents Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC ”) Topic 480 “ Distinguishing Liabilities from Equity .” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. 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 statement 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 September 30, 2020 and December 31, 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 Act (the “ 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 (“ NOLs ”) 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 Internal Revenue Code 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 Per Common Share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 50,500,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Reconciliation of Net Income per Common Share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per common share is calculated as follows: Three Months Nine Months Ended Ended September 30, September 30, 2020 2020 Net loss $ (8,657,677) $ (6,961,179) Less: Income attributable to common stock subject to possible redemption — (2,449,217) Adjusted net loss $ (8,657,677) (9,410,396) Weighted average shares outstanding, basic and diluted 31,301,692 30,815,111 Basic and diluted net loss per common share $ (0.28) $ (0.31) 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 of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2020
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 110,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 10,000,000 Units, at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (“ Public Warrant ”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 23,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $23,000,000. 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 24 months from the closing of the Initial Public Offering, the proceeds of 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	9 Months Ended
	Sep. 30, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 6, 2019, the Sponsor purchased 17,250,000 shares of the Company’s Class B common stock for an aggregate price of $25,000. On February 12, 2020, the Company effected a stock dividend of one-third of a share of Class B common stock for each share of Class B common stock outstanding and on February 13, 2020, the Company effected a stock dividend of approximately 0.1957 shares of Class B common stock for each share of Class B common stock outstanding, resulting in 27,500,000 shares of Class B common stock being issued and outstanding (the “ Founder Shares ”). The Founder Shares included an aggregate of up to 2,500,000 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 (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 2,500,000 Founder Shares are no longer subject to forfeiture. The Founder Shares automatically converted into Class A common stock upon the consummation of the Business Combination on a one-for-one basis 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 December 6, 2019, as amended on February 12, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 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, 2020 or the completion of the Initial Public Offering. The borrowings outstanding under the note in the amount of $334,600 were repaid upon the consummation of the Initial Public Offering on Administrative Support Agreement The Company entered into an agreement whereby, commencing on February 13, 2020 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 $50,000 per month for office space, administrative and support services. For the three and nine months ended September 30, 2020, the Company incurred and paid $150,000 and $379,310 of such fees, respectively. The Company ceased paying these monthly fees upon the closing of the Transactions. Advisory Fee The Company engaged The Klein Group, LLC, an affiliate of M. Klein and Company, LLC and of the Sponsor, to act as the Company’s financial advisor in connection with the Business Combination. Pursuant to this engagement, the Company will pay The Klein Group, LLC a transaction fee of $15 million and a placement fee of $15.5 million, which shall be earned upon the closing of the Mergers and such engagement shall be terminated in full at such time. The payment of such fee is conditioned upon the completion of the Mergers. The engagement of The Klein Group, LLC and the payment of the advisory fee has been approved by the Company’s audit committee and board of directors in accordance with the Company’s related persons transaction policy. 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 (" Working Capital Warrants "). The warrants would be identical to the Private Placement Warrants. On July 12, 2020, the Company issued a $1,500,000 unsecured promissory note (the " Note ") to the Sponsor. The Note is non-interest bearing and payable on the earlier of (i) the consummation of a business combination or (ii) the date of liquidation. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the lender's discretion. The warrants would be identical to the Private Placement Warrants. On July 12, 2020, the Company drew down $1,500,000 under the Note and, in connection with the consummation of the Transactions, the Note was converted into 1,500,000 Working Capital Warrants.

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2020
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 13, 2020, 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 were entitled to a deferred fee of $0.35 per Unit, or $38,500,000 in the aggregate. On February 13, 2020, the underwriters agreed to waive the upfront underwriting discount on 17,990,000 Units, resulting in a reduction of the upfront underwriting discount of $3,598,000. The deferred fee was paid in cash upon the closing of the Business Combination.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock  —  The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding. Class A Common Stock  —  The Company is authorized to issue 250,000,000 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 September 30, 2020, there were 4,996,140 shares of Class A common stock issued and outstanding, excluding 105,003,860 shares of Class A common stock subject to possible redemption. There were no shares of Class A common stock issued or outstanding at December 31, 2019. Class B Common Stock  —  The Company is authorized to issue 50,000,000 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 September 30, 2020 and December 31, 2019, there were 27,500,000 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 automatically converted into shares of Class A common stock at the time of the Business Combination on a one-for-one basis. 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 a minimum of 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and · if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. 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 24 months from the closing of the Initial Public Offering and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2020 Assets: Cash equivalents held in Trust Account 1 $ 1,104,025,998 On October 8, 2020, in connection with the Business Combination, the Company liquidated the Trust Account to fund the Business Combination and related expenses (see Note 1).

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date through the date of issuance of these financial statements. Business Combination As described in Note 1, the Company completed the Transactions on October 8, 2020. The Transactions were accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Additionally, the compensation committee of the Company’s board of directors approved a transaction bonus pool (in an aggregate amount of up to $20 million) that will be paid to employees, including executive officers, contingent on and after consummation of the Transactions, in recognition of their efforts in connection with the completion of the Transactions. As a result, the Company will record an expense of approximately $20 million related to the transaction bonuses during the fourth quarter of 2020. The consummation of the Mergers constituted a definitive liquidity event under the agreements governing the Holdings unit awards (the “Holdings Units”) and as a result all unvested Holdings Units vested on October 7, 2020. Therefore, the Company will record expense of $106.2 million related to the accelerated vesting during the fourth quarter of 2020. The Company recorded these awards within shareholders’ equity as an equity contribution from Holdings based on the fair value of the outstanding Holdings Units at each reporting period. The settlement of these awards was made in a combination of cash and shares of Churchill’s Class A common stock and was included in the aggregate consideration paid to Polaris Parent Corp.’s owners. Debt Refinancing On October 29, 2020, MPH Acquisition Holdings LLC, a wholly owned subsidiary of the Company, issued and sold $1.3 billion in aggregate principal amount of 5.750% Senior Notes due 2028 (the “ 5.750% Notes ”), under an Indenture dated as of October 29, 2020, by and among MPH Acquisition Holdings LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee. MPH Acquisition Holdings LLC also entered into an amendment to increase the commitments under its senior secured revolving credit facility from $100.0 million to $450.0 million, and the revolving credit facility will require MPH Acquisition Holdings LLC to maintain a maximum first lien secured leverage ratio of 6.75 to 1.00. The Company used the net proceeds from the 5.750% Notes, together with $715.0 million of cash on hand, (i) to redeem, satisfy and discharge all of MPH Acquisition Holdings LLC’s 7.125% Senior Notes due 2024 and repay $369.0 million of indebtedness under MPH Acquisition Holdings LLC’s senior secured term loan facility and (ii) to pay fees and expenses in connection therewith. Acquisition of HSTechnology Solutions, Inc. On November 9, 2020, MultiPlan Corporation acquired 100 percent of HSTechnology Solutions, Inc. (“ HST ”) for $140 million in cash. The acquisition will be accounted for as a business combination in accordance with ASC 805. Due to the timing of the acquisition, our initial accounting for the HST acquisition is incomplete. In connection with this acquisition, we incurred approximately $4.3 million of transaction costs. HST is a leading reference-based pricing growth company that uses sophisticated data analytics and tools to engage members and providers on the front and back end of healthcare. The acquisition increases the value that MultiPlan Corporation offers to healthcare payors by adding complementary services to help them better manage cost, enhances MultiPlan Corporation’s analytics products and services and further extends the company into adjacent customer segments such as TPAs and Regional Health Plans.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the " SEC ") for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the periodic and other reports, proxy statements and other information filed or furnished by the Company with the Securities and Exchange Commission, including the Company’s Current Report on Form 8-K filed on October 9, 2020. The interim results for the three and nine months ended September 30, 2020 do not reflect the effect of the Transactions and are not indicative of the results to be expected for year ended December 31, 2020 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company Prior to the consummation of the Business Combination, the Company was 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 was eligible to 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 Securities Exchange Act of 1934, as amended (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. Upon consummation of the Business Combination, the Company ceased to be an “emerging growth company.”
Use of Estimates	Use of Estimates The preparation of the condensed consolidated 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 September 30, 2020 and December 31, 2019.
Cash Equivalents Held in Trust Account	Cash Equivalents Held in Trust Account At September 30, 2020, substantially all of the assets held in the Trust Account were held in money market funds.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC ”) Topic 480 “ Distinguishing Liabilities from Equity .” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet.
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 statement 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 September 30, 2020 and December 31, 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 Act (the “ 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 (“ NOLs ”) 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 Internal Revenue Code 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 Per Common Share	Net Income Per Common Share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 50,500,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the period presented. Reconciliation of Net Income per Common Share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per common share is calculated as follows: Three Months Nine Months Ended Ended September 30, September 30, 2020 2020 Net loss $ (8,657,677) $ (6,961,179) Less: Income attributable to common stock subject to possible redemption — (2,449,217) Adjusted net loss $ (8,657,677) (9,410,396) Weighted average shares outstanding, basic and diluted 31,301,692 30,815,111 Basic and diluted net loss per common share $ (0.28) $ (0.31)
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 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 Topic 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature.
Recent Accounting Pronouncements	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 condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted income per common share	The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income per common share is calculated as follows: Three Months Nine Months Ended Ended September 30, September 30, 2020 2020 Net loss $ (8,657,677) $ (6,961,179) Less: Income attributable to common stock subject to possible redemption — (2,449,217) Adjusted net loss $ (8,657,677) (9,410,396) Weighted average shares outstanding, basic and diluted 31,301,692 30,815,111 Basic and diluted net loss per common share $ (0.28) $ (0.31)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2020
FAIR VALUE MEASUREMENTS
Schedule of assets measured at fair value on a recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2020 Assets: Cash equivalents held in Trust Account 1 $ 1,104,025,998

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business combination (Details)	Oct. 08, 2020USD ($)item$ / sharesshares	Jul. 31, 2020shares	Sep. 30, 2020USD ($)$ / sharesshares
Aggregate commitment | $			$ 1,081,598,000
IPO
Stock issued during period, shares, new issues			110,000,000
Shares issued, price per share | $ / shares			$ 10
Class A common stock
Stock issued during period, shares, new issues		2,050,000
Class A common stock | IPO
Stock issued during period, shares, new issues	8,693,855
Number of business days prior to the consummation of the Business Combination | item	2
Shares issued, price per share | $ / shares	$ 10.03
Aggregate commitment | $	$ 87,200,000
Class A common stock | IPO | Polaris Parent Corp
Stock issued during period, shares, new issues	415,700,000

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Subscription agreements - (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 31, 2020	Sep. 30, 2020
Aggregate commitment		$ 1,081,598,000
Class A common stock
Shares issued (in shares)	2,050,000
Subscription Agreements | Convertible Notes
Aggregate principal amount	$ 1,300,000,000
Subscription Agreements | Convertible Notes | Minimum
Interest rate of debt	6.00%
Subscription Agreements | Convertible Notes | Maximum
Interest rate of debt	7.00%
Subscription Agreements | Class A common stock
Shares issued (in shares)	130,000,000
Purchase price	$ 10
Aggregate commitment	$ 1,300,000,000
Warrants to purchase shares of the common stock	6,500,000
Warrant to purchase each share of common stock	0.05
Strike price of warrants	$ 12.50
Maturity period of warrant	5 years
Subscription Agreements | Class A common stock | Convertible Notes
Original issue discount	2.50%
Subscription Agreements | Class A common stock | Subscriptions of $250,000,000 or less
Original issue discount	1.00%
Subscription amount	$ 250,000,000
Subscription Agreements | Class A common stock | Subscriptions of $250,000,000 or more
Original issue discount	2.50%
Subscription amount	$ 250,000,000

DESCRIPTION OF ORGANIZATION A_4

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS * Closing of business combination (Details) - USD ($)	Oct. 08, 2020	Jul. 31, 2020	Sep. 30, 2020	Oct. 09, 2020	Dec. 31, 2019
Gross proceeds from convertible notes			$ 1,500,000
Class A common stock
Shares issued (in shares)		2,050,000
Common stock issued			4,996,140	667,461,269	0
Common stock outstanding			4,996,140	667,461,269	0
Treasury shares				9,094,876
Common PIPE Investment | Convertible notes
Aggregate principal amount	$ 1,300,000,000
Gross proceeds from convertible notes	$ 1,267,500,000
Common PIPE Investment | Class A common stock
Shares issued (in shares)	132,050,000
Warrants to purchase shares of the common stock	6,500,000
Aggregate commitment	$ 1,300,000,000

DESCRIPTION OF ORGANIZATION A_5

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Business prior to the business combination (Details) - USD ($)	Feb. 19, 2020	Mar. 31, 2020	Sep. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Units price per share			$ 18
Proceeds from sale of Private Placement Warrants		$ 23,000,000	$ 23,000,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	110,000,000
Units price per share	$ 10
Gross proceeds from issuance of units	$ 1,100,000,000
Transaction costs			57,620,020
Underwriting fees			18,402,000
Deferred underwriting fees			38,500,000
Other offering costs			$ 718,020
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued			23,000,000
Price of single warrant			$ 1
Proceeds from sale of Private Placement Warrants			$ 23,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Common Share (Details) - USD ($)		3 Months Ended			9 Months Ended
		Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss		$ (8,657,677)	$ (1,335,040)	$ 3,031,538	$ (6,961,179)
Less: Income attributable to common stock subject to possible redemption		0			(2,449,217)
Adjusted net loss		$ (8,657,677)			$ (9,410,396)
Weighted average shares outstanding, basic and diluted	[1]	31,301,692			30,815,111
Basic and diluted net loss per common share (2)	[2]	$ (0.28)			$ (0.31)
[1]	Excludes an aggregate of 105,003,860 shares subject to possible redemption at September 30, 2020.
[2]	Excludes interest income of $0 and $2,449,217 attributable to shares subject to possible redemption for the three and nine months ended September 30, 2020, respectively (see Note 2).

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	Mar. 27, 2020	Mar. 26, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash, FDIC Insured Amount			$ 250,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			105,003,860
Unrecognized Tax Benefits			$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			$ 0	$ 0
Business interest limitation, percentage	50.00%	30.00%
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			50,500,000

PUBLIC OFFERING - Additional In

PUBLIC OFFERING - Additional Information (Details)	9 Months Ended
	Sep. 30, 2020$ / sharesshares
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 11.50
IPO
Stock issued during period, shares, new issues | shares	110,000,000
Shares issued, price per share | $ / shares	$ 10
Over-allotment option
Stock issued during period, shares, new issues | shares	10,000,000

PRIVATE PLACEMENT - Additional

PRIVATE PLACEMENT - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2020
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Sale of 23,000,000 Private Placement Warrants	$ 23,000,000	$ 23,000,000
Private Placement
Number Of warrants issued		23,000,000
Class of warrant or right, exercise price of warrants or rights		$ 1
Sale of 23,000,000 Private Placement Warrants		$ 23,000,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jul. 12, 2020	Feb. 13, 2020	Feb. 12, 2020	Dec. 06, 2019	Jul. 31, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019	Oct. 09, 2020
Weighted average number of shares, common stock subject to repurchase or cancellation								2,500,000
Share price						$ 18	$ 18
Notes payable, related parties						$ 334,600	$ 334,600
Management fee expense		$ 50,000
Debt conversion, original debt, amount							$ 1,500,000
Conversion price						$ 1	$ 1
Initial public offering cost			$ 600,000
Proceeds from related party loan							$ 209,600
Over-allotment option
Stock issued during period, shares, new issues							10,000,000
Related Party Loan
Related party transaction, selling, general and administrative expenses from transactions with related party						$ 150,000	$ 379,310
Sponsor
Weighted average number of shares, common stock subject to repurchase or cancellation							2,500,000
Equity method investment, ownership percentage						20.00%	20.00%
Sponsor | Over-allotment option
Weighted average number of shares, common stock subject to repurchase or cancellation							2,500,000
Klein Group, LLC | Advisory Fee [Member]
Transaction fee							$ 15,000,000
Placement fee							$ 15,500,000
Promissory Note With Related Party [Member]
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Maximum Loans Convertible Into Warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1
Proceeds from related party loan	$ 1,500,000
Debt Conversion, Converted Instrument, Warrants or Options Issued	1,500,000
Class A common stock
Stock issued during period, shares, new issues					2,050,000
Common stock, shares, issued						4,996,140	4,996,140	0	667,461,269
Common stock, shares, outstanding						4,996,140	4,996,140	0	667,461,269
Share price						$ 12	$ 12
Class B Common Stock
Stock issued during period, shares, new issues				17,250,000
Stock issued during period, value, new issues				$ 25,000
Effected common stock dividend share		0.1957
Common stock, shares, issued		27,500,000				27,500,000	27,500,000	27,500,000
Common stock, shares, outstanding		27,500,000				27,500,000	27,500,000	27,500,000

COMMITMENTS (Details)

COMMITMENTS (Details) - USD ($)	Feb. 13, 2020	Sep. 30, 2020	Jul. 31, 2020	Dec. 31, 2019
Deferred Underwriting Fees Payable Per Unit		$ 0.35
Deferred Underwriting Fees Payable		$ 38,500,000
Deferred Underwriting Discount Shares	$ 17,990,000
Deferred Underwriting Upfront Payment	$ 3,598,000
Debt Issuance Costs, Net		$ 0		$ 284,930
Conversion price		$ 1
Subscription Agreements | Convertible Notes
Debt Instrument, Face Amount			$ 1,300,000,000
Subscription Agreements | Convertible Notes | Minimum
Interest rate			6.00%
Subscription Agreements | Convertible Notes | Maximum
Interest rate			7.00%
Class A common stock
Par value per share		$ 0.0001		$ 0.0001
Class A common stock | Subscription Agreements
Strike price of warrants			$ 12.50

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Oct. 09, 2020	Feb. 13, 2020
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	105,003,860
Class of Warrant or Right Warrants Expiration Period	5 years
Class of Warrant or Right Warrants Redemption Price	$ 0.01	$ 0.01
Share Price	$ 18
Threshold period from closing of public offering the company is obligated to complete business combination	24 months
Sponsor
Equity Method Investment, Ownership Percentage	20.00%
Class A common stock
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	4,996,140	0	667,461,269
Common Stock, Shares, Outstanding	4,996,140	0	667,461,269
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	105,003,860
Share Price	$ 12
Class B Common Stock
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	27,500,000	27,500,000		27,500,000
Common Stock, Shares, Outstanding	27,500,000	27,500,000		27,500,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Sep. 30, 2020USD ($)
Fair Value, Inputs, Level 1 [Member]
Assets [Abstract]
Cash equivalents held in Trust Account	$ 1,104,025,998

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Nov. 09, 2020	Oct. 29, 2020	Dec. 31, 2020	Oct. 08, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash					$ 3,189,455	$ 34,000
Subsequent Event
Transaction bonuses			$ 20,000,000	$ 20,000,000
Subsequent Event | MPH Acquisition Holdings LLC | Senior secured revolving credit facility
Credit facility borrowing amount		$ 100,000,000
Credit facility maximum borrowing amount		$ 450,000,000
Subsequent Event | MPH Acquisition Holdings LLC | Senior secured revolving credit facility | Minimum
First lien secured leverage ratio		1
Subsequent Event | MPH Acquisition Holdings LLC | Senior secured revolving credit facility | Maximum
First lien secured leverage ratio		6.75
Subsequent Event | HSTechnology Solutions, Inc. ("HST")
Percentage of interest acquired	100.00%
Cash paid for business acquisition	$ 140,000,000
Acquisition related transaction costs incurred	$ 4,300,000
Subsequent Event | Holdings Units
Expense amount			$ 106,200,000
5.750% Notes | Subsequent Event | MPH Acquisition Holdings LLC
Aggregate principal amount		$ 1,300,000
Senior notes, percentage		5.75%
Cash		$ 715,000,000
7.125% Senior Notes | Subsequent Event | MPH Acquisition Holdings LLC
Senior notes, percentage		7.125%
Repay of indebtedness		$ 369,000,000