Filed by Churchill Capital Corp II

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Churchill Capital Corp II

Commission File No. 001-38960

Date: January 12, 2021

CHURCHILL CAPITAL January 2021 Investor Presentation

2 Disclaimer ​ IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT ​ This communication is being made in respect of the proposed merger transaction involving Churchill II and Skillsoft. Churchil l I I intends to file a registration statement on Form S - 4 with the SEC, which will include a proxy statement of Churchill II and a prospectus of Churchill II, and Churchill II will file other documents regarding the proposed transaction with the SEC. A definitive proxy sta tement/prospectus will also be sent to the stockholders of Churchill II and Skillsoft, seeking any required stockholder appro val . Before making any voting or investment decision, investors and security holders of Churchill II and Skillsoft are urged to carefully re ad the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant docum ent s filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information ab out the proposed transaction. The documents filed by Churchill II with the SEC may be obtained free of charge at the SEC’s websit e at www.sec.gov. In addition, the documents filed by Churchill II may be obtained free of charge from Churchill II at www.chur chi llcapitalcorp.com. Alternatively, these documents, when available, can be obtained free of charge from Churchill II upon writ ten request to Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary, or by calling (212) 38 0 - 7 500. ​ Churchill II, Skillsoft and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Churchill II, in favor of the approval of the merger. Information regarding Ch urchill II’s directors and executive officers is contained in Churchill II’s Annual Report on Form 10 K for the year ended December 31, 2019 and its Qu arterly Report on Form 10 - Q for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020 which are file d with the SEC. Additional information regarding the interests of those participants, the directors and executive officers of S kil lsoft and other persons who may be deemed participants in the transaction may be obtained by reading the registration stateme nt and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these d ocu ments may be obtained as described in the preceding paragraph. ​ This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, soli cit ation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. ​ FORWARD - LOOKING STATEMENTS; NON - GAAP ​ This communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 199 5 including, but not limited to, Churchill’s, Skillsoft’s and Global Knowledge’s expectations or predictions of future financ ial or business performance or conditions. Forward - looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business st ra tegies, events or results of operations, are forward - looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “a nt icipates” or “intends” or similar expressions. Such forward - looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified an d d iscussed in Churchill II’s Form 10 - K for the year ended December 31, 2019 under Risk Factors in Part I, Item 1A. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward - looking statements a re expressed in good faith, and Churchill, Skillsoft and Global Knowledge believe there is a reasonable basis for them. However, th ere can be no assurance that the events, results or trends identified in these forward - looking statements will occur or be achie ved. Forward - looking statements speak only as of the date they are made, and none of Churchill, Skillsoft or Global Knowledge is unde r any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward - looking statement, whe ther as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the state men ts set forth in the reports, which Churchill has filed or will file from time to time with the SEC. ​ In addition to factors previously disclosed in Churchill II’s reports filed with the SEC and those identified elsewhere in th is communication, the following factors, among others, could cause actual results to differ materially from forward - looking stateme nts or historical performance: ability to meet the closing conditions to the Skillsoft merger, including approval by stockholders of Churchill and Skillsoft, and the Global Knowledge merger on the expected terms and schedule and the risk that regulatory approvals required f or the Skillsoft merger and the Global Knowledge merger are not obtained or are obtained subject to conditions that are not anticipa ted ; delay in closing the Skillsoft merger and the Global Knowledge merger; failure to realize the benefits expected from the pr opo sed transactions; the effects of pending and future legislation; risks related to disruption of management time from ongoing busi nes s operations due to the proposed transactions; business disruption following the transactions; risks related to the impact of th e COVID - 19 pandemic on the financial condition and results of operations of Churchill, Skillsoft and Global Knowledge; risks related to Chu rchill’s, Skillsoft’s or Global Knowledge’s indebtedness; other consequences associated with mergers, acquisitions and divest itu res and legislative and regulatory actions and reforms; and risks of demand for, and acceptance of, our products and for cloud - based tec hnology learning solutions in general; our ability to compete successfully in competitive markets and changes in the competit ive environment in our industry and the markets in which we operate; our ability to develop new products; failure of our informat ion technology infrastructure or any significant breach of security; future regulatory, judicial and legislative changes in our i nd ustry; the impact of natural disasters, public health crises, political crises, or other catastrophic events; our ability to attract and re tain key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; our ability to protect or obtain intellectual property rights; our ability to raise additional capital; the impact of our indebtedness on our financial positi on and operating flexibility; and our ability to successfully defend ourselves in legal proceedings. ​ Any financial projections in this communication are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Churchill’s, Skillsoft’s and Global Knowledg e’ s control. While all projections are necessarily speculative, Churchill, Skillsoft and Global Knowledge believe that the prepar ati on of prospective financial information involves increasingly higher levels of uncertainty the further out the projection ext end s from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wid e variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ ma terially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indi cat ion that Churchill, Skillsoft and Global Knowledge, or their representatives, considered or consider the projections to be a rel iable prediction of future events. ​ Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not ref lect actual results. ​ This communication is not intended to be all - inclusive or to contain all the information that a person may desire in considering an investment in Churchill and is not intended to form the basis of an investment decision in Churchill. All subsequent writt en and oral forward - looking statements concerning Churchill, Skillsoft and Global Knowledge, the proposed transactions or other matters and attributable to Churchill, Skillsoft and Global Knowledge or any person acting on their behalf are expressly qualified in the ir entirety by the cautionary statements above. ​ Some financial information in this communication, including Adjusted EBITDA and Adjusted EBITDA margin projections, have not bee n prepared in accordance with generally accepted accounting principles (“GAAP”). Churchill II is unable to provide reconcilia tio ns to the most directly comparable GAAP measures without unreasonable effort due to the uncertainty of the necessary information fo r such calculations.

3 Overview of Asset Vehicle Acquisition Announced January 2019 July 2020 Churchill Partner Jerre Stead Paul Galant & Bill Veghte Equity Value $17B $7B (1) Firm Value $21B $11B (1) CHURCHILL CAPITAL III CHURCHILL CAPITAL I ​ The Churchill companies ​ Who We Are Source: FactSet. Market data as of 11/10/20. (1) Based on value at close. ​ A unique model, the first GP team focused purely on public equity vehicles ​ A pioneer in public equity vehicles for scale investments ​ The demonstrated best partner for prospective targets ​ Creating value by leveraging the active engagement of high performing Fortune 500 CEOs ​ A track record of acquiring proven, profitable, growing businesses of scale ​ A competitive edge in global sourcing $2.07B Raised July 2020 CHURCHILL CAPITAL IV $400M Announced September 2020 CHURCHILL CAPITAL V $690M Raised June 2019 CHURCHILL CAPITAL II $35B+ in assets under the Churchill Umbrella CHURCHILL CAPITAL

4 • Top ten global consumer internet company / Largest listed in Europe by asset value • Leadership position across countries on five continents ‒ Early investor in Tencent and OLX • Listed by Naspers on Euronext Amsterdam in September 2019 under ticker PRX ‒ Part of the Euro Stoxx 50 index ‒ Market capitalization of $170bn+ • Focused on companies with high growth and leadership positions addressing big societal needs Overview of Leading EdTech Investor (Select EdTech Investments) Company Overview Investment Philosophy (As Presented by CEO Bob van Dijk at Investor Day 2019) Active Long - term Focus Focused “When we invest, we bring that operating capability to bear. We're very hands on.” “We don't do lots of different things. We do things at scale when we have a deep understanding of the business and we can get a good return” “We don't flip companies… if we see the potential of a company, we can be invested for 10 years, 20, 30 years” Source: FactSet. Market data as of 11/10/20.

5 Creating the new ​ Combined Valuation multiples (1) • Revenue: 2.2x • Adj. EBITDA: 7.6x • Levered Free Cash Flow: 5.6x ​ Purchase price • Skillsoft ~$1.3B • Global Knowledge ~$233M ​ Capital structure • $ 530 M PIPE (2) • N et debt of ~$ 115 M, 0.6 x Adj. EBITDA (2,3,4) ​ Ownership (2,5) • Churchill: ~ 50 % • Skillsoft shareholders: ~ 17 % • PIPE: ~ 32 % ​ Partners • Churchill Capital • Prosus ​ Timing • S - 4 Filing as soon as possible • Expected closing CY Q1 or Q2 2021 (1) Based on acquisition values and FYE 1/31/2023E financials. LFCF assumes ~70% conversion. (2) PIPE subject to certain cond iti ons; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval; assumes no redemptions. (3) Based on FYE 1/31/2023E Adj. EBITDA midpoint. ( 4 ) Debt includes Skillsoft debt and debt pro forma for Global Knowledge transaction. (5) Excludes impact of warrants, management equity, and portion of Founder Shares unvested and reveste d a t $12.50 share price.

6 5.6x 16.3x 74.4x 20.3x 7.6x 13.3x 106.7x 15.6x 2.2x 4.5x 5.2x 5.8x Significant value creation opportunity for investors Skillsoft’s implied value is at a significant discount to its peers on revenue m ultiples The Company is u nique in its high cash flow g eneration u nlike many of its peers Equity Value / CY2022E LFCF Firm Value / CY2022E Revenue Firm Value / CY2022E Adj. EBITDA ​ Source: FactSet . Market data as of 11/10/20. (1) Based on acquisition values of Skillsoft and Global Knowledge. Multiples based on midpoint of FYE 1/31/23E range. LFCF assume s ~ 70% conversion. 1 1 1

7 We are creating the new Skillsoft as the world’s leading digital corporate learning company ​ Source: Churchill estimates. (1) Pro forma for Churchill transaction with Skillsoft and Global Knowledge. Midpoint of estimated range; reflects FYE 1/31/23E financials. ​ New ​ Attractive Investment ​ Leader in large, growing, fragmented market with strong secular tailwinds 1 Most comprehensive content, tools and modalities 2 ​ Wide reach serving >70% of Fortune 1000 with 600 person sales force in 160+ countries 3 ​ New Percipio platform and refreshed content at Skillsoft and new digital offerings at Global Knowledge driving growth 4 Churchill - led team with Prosus and others contributing capital and expertise 5 6 ​ Platform, sales force and scale enable accretive, bolt - on M&A ​ Business is at inflection point in CY21 1 Revenue synergies from stronger, multi - modal tech & dev offerings 2 ​ Cost synergies from redundant G&A 3 ​ Financial scale with $700M Revenue & $200M Adj. EBITDA in CY22 1 , positioning company as largest and most profitable business in space 4 Significant valuation discount to peers 5 6 Attractive financial profile – subscription revenue, significant operating leverage and high FCF conversion

8 The corporate learning market is large, growing and fragmented ​ No other corporate digital learning business ​ with >$500m of revenue Large market ​ Growing market ​ Fragmented market ​ Addressable market ​ Source: Third - party consultant market research report, Tyton Partners, Grand View Research. ​ (1) Within the Global Education Technology market which is anticipated to grow annually at 18% from 2020 to 2027. ​ ~$28B ​ ~$130B ​ ~$300B Global professional eLearning US professional learning Global professional learning ​ $500M revenue ​ New Global Professional eLearning market is anticipated to grow annually at ~10% (1) from 2020 to 2025 ​ 2020 ​ 2025 ​ $28B ​ $45B ​ +10% p.a.

9 Standalone Skillsoft is a leading provider of comprehensive digital corporate learning content and tools ​ Comprehensive source of digital learning content ​ E xpansive customer base and relationships with CHROs and CLOs ​ New Percipio platform supports more immersive learning and engagement with higher NPS Learning assets ​ 180k+ ​ $514M CY19A revenue 1 ​ ~96% Revenue from subscriptions 2 ​ Extensive catalog for business skills, leadership development, compliance, and foundational tech & dev (1) Reflects FYE 1/31/20A financials. (2) Refers to Content business; ~90% with SumTotal included.

10 Standalone Global Knowledge is a world leader in IT and business skills training ​ Chosen IT trainer by most leading technology equipment and software suppliers ​ Authorized and non - authorized content ​ Hands - on, experiential learning led by expert instructors ​ Available in the classroom, virtually, and on - demand (1) Global Knowledge 2020 survey of virtual classroom learners. ​ Direct to learner subscription ​ Corporate subscription ​ Virtual classroom courses On - demand courses ​ 300+ ​ 2,500+ Live virtual classroom courses ​ 95 % 1 Customer satisfaction rate

11 Skillsoft and Global Knowledge complement each other and position the combined company for growth ​ Combined company will cover most verticals in corporate learning 8 ​ Geography ​ Content 1 ​ Breadth 2 ​ Depth 3 ​ Skill Level 7 ​ Partnerships ​ Modalities 4 ​ Delivery modality 5 ​ Learning experience ​ Reach 6 ​ Customers North America EMEA APAC Safety & compliance Technology & Development Business & leadership skills General content Foundational level Practitioner level LMS partners (e.g., SAP/Success Factors) On - demand Assessments and reporting Flexible knowledge nuggets Custom learning plans Fortune 1000 CHROs & CLOs SMEs Governments Fortune 1000 CHROs & CLOs SMEs Governments North America EMEA APAC Safety & compliance Technology & Development Business & leadership skills General content (Original / off - the - shel f) Foundational Practitioner LMS partners (e.g., SAP/Success Factors) On - demand (Courses, books & audiobooks) Assessments and insights Flexible micro - learning Custom learning plans Authorized partner content Experiential learning Live virtual In - person Expert IT vendor (e.g., Cisco, Microsoft, AWS, Redhat ) Fortune 1000 CTOs & CIOs Learners South America

12 The new Skillsoft will be an industry leader in size, content, and impact Limited hands - on training ​ Inconsistent customer experience ​ Sub $500M revenue ​ Negative EBITDA ​ Limited breadth ​ Variable depth ​ Impact ​ Size ​ Content ​ ~ $700M ​ CY22E PF Revenue 1 ​ ~$200M ​ CY22E PF Adj, EBITDA 1,2 ​ 53 ​ NPS for Percipio 4 ​ 180k+ ​ Courses, videos, and books 200 + ​ Certifications available ​ 95% ​ Satisfied classroom learners 3 ​ New Skillsoft ​ Leading competition ​  ​  ​  ​  ​  ​  ​ Source: Company materials ​ (1) Midpoint of estimated range; reflects FYE 1/31/23E financials, (2) Includes $25M of estimated run - rate cost synergies. (3) G lobal Knowledge 2020 survey of classroom learners. (4) Weekly overall NPS score as of 9/18/2020.

13 The new Skillsoft will have expansive reach Sample of customers of combined company (1) Business customers include government. ​ 160+ ​ Countries worldwide ​ >70% ​ Of Fortune 1000 ​ ~ 45M ​ Learners worldwide ​ ~600 Combined sales force 13 ​ ~98 % Revenue from business customers 1

14 Technology & Developer Leadership & Business Compliance #1 #2 #2 Skillsoft’s market position: Competitive Landscape: #1 Global leader The new will be the digital corporate learning leader, with leading positions across segments ​ Note: Skillsoft market shares for self - paced online digital learning globally, based on internal estimates; competitors’ shares based on internal estimates on revenue allocations.

15 Both companies at inflection point and positioned for growth ​ Present: Intersecting inflection points ​ 2010 - 2020: Roadblocks and competitive pressures ​ 1995 - 2010: Formation and growth ​ Accelerated virtual adoption ​ Launched on - demand subscriptions ​ Expanded into foundational and practitioner level IT content training ​ Encumbered with debt, then hit with COVID - 19, causing classroom sales decline ​ Classroom training for expert authorized technology ​ Large, loyal customer base ​ Largest partner for authorized vendors (MSFT, AWS, CSCO) ​ Launched Percipio ​ Shifted to learner focus ​ Started integration with 3rd party LMSs ​ Created live instruction capabilities ​ Launched rebranding effort ​ Taken private and encumbered with debt while venture - backed competitors launched new features (e.g., badging, credentialing, direct to learner selling) ​ First certified interoperable with SAP Learning (2003) ​ On - demand video offering (2007) ​ Broadest content library in market ​ Relationships with most Fortune 500 companies ​ Today we have recapitalized the new Skillsoft to catalyze its pivot to growth…

16 Percipio platform is the technological foundation for future growth ​ Source: Percipio.com, Skillsoft financials ​ (1) Compared to Skillsoft legacy platform; increase in retention varies by quarter. ​ u p to 29 pt ​ Increase in retention 1 ​ 4x ​ More learning hours 1 16 ​ Why customers choose Percipio  Easy interface  Broad content  Better engagement  Reliable tracking  Integration with leading LMSs  Learner focused  Skill - based learning paths  AI - enabled  B adges , opensource content, microlearning, mobile app ​ The Percipio platform ​ ~100% ​ Percipio c ohort retention

17 The strength of has been driving customer wins Company Description Win Type Competition Date Skillsoft Value Drivers $20B+ TEV company in the information technology sector Winback • LinkedIn Learning January 2020 • Learner - driven experience design of Percipio • Strength of new course design • Proven integration with LMS platform Multi - billion - dollar TV network Head - to - Head • LinkedIn Learning April 2020 • Percipio platform integration • MIT neuroscience research, validation of learning methodology • Leadership development offering $1B+ TEV company in the business services and retail sector Head - to - Head • LinkedIn Learning • Degreed • Udemy April 2020 • Aligned to needs of 6 - 7 distinct business units • High value learnings paths and channels • Blend of customer content and channels $5B+ TEV company in the financial services sector Head - to - Head • LinkedIn Learning • Pluralsight May 2020 • Single source provider aligned across the business • Enabled key requirements for organization • Strong user experience feedback $40B+ TEV company in the telecommunications sector Early Renewal • LinkedIn Learning July 2020 • Breadth of offering; new experience with Percipio • Multi - modal content • Support for custom content Multi - billion - dollar company in the manufacturing sector Renewal • LinkedIn Learning July 2020 • Breadth of coverage, including compliance • Multi - modal content • Custom content $100M+ company in the business solutions sector Winback • LinkedIn Learning August 2020 • Single source provider for T&D, Compliance, L&B • Deep T&D capabilities+ Labs • Customized, mapped to ASG capability framework Multi - billion - dollar company in the digital technology sector Head - to - Head • LinkedIn Learning September 2020 • High value learnings paths and channels • Multi - language • Strong user experience feedback

18 94% 95% - 100% 96% - 102% 97% - 103% is exhibiting strong momentum Percipio vs. Legacy Platform Skillport Performance Comparison ($M) Note: Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customers who are only paying for Percipio products. Legacy platform Skillport reflects customers who are only paying for legacy platform Skillport . Information shown reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). (1) CRR represents combined renewal rate, which includes upsell, downsell and churn of existing customers; CRR does not include new business from new customers. Dual Deployment of Percipio & Skillport Legacy Platform Skillport Annual Recurring Revenue (Excl. SumTotal) Dual Deployment CRR (1) Skillport CRR (1) Percipio CRR (1) Percipio & DD New Business 13% ~30% ~60% 100% 32% ~45% ~30% 55% ~25% ~10% $328 $300 - 310 $305 - 320 $340 - 360 CY19A CY20E CY21E CY22E 111% 95% - 100% 96% - 102% -- 84% 74% - 78% 69% - 75% -- $10 $14-18 $22-30

19 $6 $3 $5 $7 $19 $30 $37 $36 $39 $21 $6 $12 $64 $55 $48 $55 Q4 CY'19 Q1 CY'20 Q2 CY'20 Q3 CY'20 has stabilized with improved product mix Note: Information shown reflects FYE January 31st financials (e.g., FYE 1/31/21 shown for CY2020). (1) Order intake represents contracted sales commitments for the forward 12 - month period. (2) Based on estimated change in total Classroom Training and Other revenue from CY19A to CY20E (FYE January 31 st financials). Global Knowledge Sequential Order Intake Progression ($M) Global Knowledge Quarterly Order Intake (1) • COVID - 19 expected to negatively impact classroom revenue by ~$120 - 125M (2) offset by ~$40M increase from growth in virtual and on - demand offerings • Order intake has stabilized and is growing sequentially • On - demand subscription will be a future growth driver for the business On - Demand Classroom Training & Other Virtual

20 ​ Churchill - led investor group will accelerate the pivot to growth ​ Partnership of Leading EdTech and Growth Investors ​ Cash infusion supports investment in: ​ Business optimization ​ Mergers and acquisitions ​ Product development and deployment ​ Sales and marketing Talent and culture ​ Contributing capital, expertise, and management talent ​ Balance sheet restructuring repositions business ($1B+ new equity invested and eliminating ~$1.5B debt and ~$1.0 sponsor equity) CHURCHILL CAPITAL +

21 Churchill strategy to transform the new Skillsoft ​ Sales & marketing  Complete sales transformation with staffing of customer acquisition teams  Create integrated tech & dev sales team to cross - sell both companies’ offerings  Increase marketing and product qualified lead generation  Leverage digital selling tools and Global Knowledge e - commerce platform to engage learners directly ​ Product development & deployment  Accelerate Percipio migration with LMS integrations  Integrate and expand tech & dev offerings  Create multi - modal learning journeys with on - demand, virtual and classroom  Continue to enhance tools, leveraging AI, adaptive learning, custom content development  Invest in new content organically and through partnerships and M&A ​ Mergers & acquisitions  Expand corporate development team and leverage Churchill for opportunity sourcing  Create capability to rapidly acquire and integrate tuck - ins  Consider larger, accretive and transformational opportunities in - line with capital policy ​ Talent and culture  Create high performance leadership team (best athlete)  Transform culture, built upon an inspiring purpose, vision and values  Attract and retain top talent at all levels using equity compensation where appropriate ​ Business optimization  Realize $20M+ in near - term cost synergies  Leverage best cost locations  Upgrade back office systems to realize efficiencies and integrate future acquisitions

22 Skillsoft will accelerate growth with strategic acquisitions ​ New use cases ​ Learning content & tools ​ Platform capabilities P ositioned as the best acquirer with ​ Percipio platform Balance sheet ​ Size of salesforce ​ Customer base More than 1000 venture - backed tuck - in acquisition targets with less than $100M in revenue

23 Financial Overview 7 – 10% Sector Growth Run - Rate Achieved During 2023 Short - Term Metrics 23 – 27% Short - Term Adj. EBITDA Margin 6 30 – 35% Target Long - Term Adj. EBITDA Margin 75 – 85% Long - Term LFCF Conversion 0.6 x Net Leverage at Close 2,3 $535M Cash on Balance Sheet 3 23 ​ Key Metrics 66% Revenue from subscriptions Order intake ($M) Revenue ($M) Adj. EBITDA ($M) Levered free cash flow ($M) ​ 660 - 690 ​ 710 - 760 ​ 675 - 725 ​ 645 - 675 ​ 155 - 175 ​ 180 - 220 ​ CY2021 1,4 ​ 125 - 155 ​ CY2022 1,4,5 ​ 65 - 95 Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID - 19, customer churn f rom Skillsoft legacy platform, and other impacts mainly attributable to COVID - 19. Reconciliation of non - GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY 2022 includes $25mm of estimated cost synergies. (2) Based on FYE 1/31/2023E Adj. EBITDA midpoint. (3) Assumes no redemptions. (4) The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, assumin g that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Sk illsoft or any purchase accounting adjustments in respect of Global Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SE C’s Regulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. These unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following th e b usiness combination. (5) Assumes ~70% LFCF conversion. (6) Short - term assumptions reference CY2020 - CY2022; long - term targets reference CY2023 and beyond. ​ 625 - 650 ​ 650 - 680 ​ 145 - 165 ​ CY2020 1,4 ​ 770 ​ 802 ​ 221 ​ NM ​ CY2019 1,4 ​ NM Long - Term Target Metrics 6

24 Sources $ % Churchill Cash (IPO) $700 42.0% Issue Equity to Skillsoft S/H 285 17.1% Common Equity PIPE Cash 530 31.8% Cash from Skillsoft & GK Balance Sheet 61 3.7% Take Back Debt 90 5.4% Total Sources $1,666 100.0% Uses $ % Cash Paid to Skillsoft S/H $505 30.3% Issue Equity to Skillsoft S/H 285 17.1% Cash Paid to GK Lenders 172 10.3% Take Back Debt 90 5.4% Transaction Fees 80 4.8% Cash to Balance Sheet 535 32.1% Total Uses $1,666 100.0% Transaction Summary PF Equity Ownership ($M) Illustrative Sources and Uses ($M) (3) Source: Churchill estimates, management estimates. (1) Excludes warrants and management equity. (2) Includes all Founder shares before unvesting and revesting 25% of Founder shares at $12.50 share price. (3) $700M available cash in Churchill Capital; assumes $10M of int er est from cash held in trust. (4) $20M for Skillsoft lenders and $70M for Global Knowledge lenders. (5) Reflects FYE 1/31/23E Adj. EBIT DA midpoint. (6) Pro forma for Churchill transactions with Skillsoft and Global Knowledge; assumes no redemptions. (7) PIPE subject to certain conditions; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval. (1) (1) (2) • The sponsor will agree to a portion of promote unvesting and revesting at $12.50 • Substantial value will be created for investors before Churchill’s sponsor receives all Founder shares (4) (4) • Skillsoft Purchase Price: $1.3B • Global Knowledge Purchase Price: $233M Acquisition Values Pre- Restructuring Post- Restructuring Cash - $535 Total Old Debt $2,363 New Debt: Take Back Debt $610 A/R Facility - 40 Total Debt $2,363 $650 Net Debt Metric 2,363 115 CY2022E Adj. EBITDA $200 11.8x / 11.8x 3.3x / 0.6x Interest Expense $163 $53 Interest Coverage 1.2x 3.8x Illustrative Capital Structure ($M) (5) (6) Ownership Day 1 Ownership Inc. Revested Promote Shareholders Shares % Shares % Churchill SPAC 81.9 50.1% 86.3 51.4% Skillsoft S/H 28.5 17.4% 28.5 17.0% Common Equity PIPE Investors 53.0 32.4% 53.0 31.6% Total Shares Outstanding 163.4 100.0% 167.8 100.0% (7) (7)

26 Appendix

27 $476 $1,075 2005A 2010A $340 $900 2011A 2017A Jeff Tarr to lead the new Transformational executive with a track record of success building tech - enabled services companies into trusted industry leaders . Execution Experience Board Experience • Over last two decades, has built three publicly traded tech - enabled information companies into industry leaders • Will lead the Company to better serve its customers, capitalize on new technologies, and unlock new markets • Former CEO of DigitalGlobe and Hoover’s, Former President & COO of IHS Jeff Tarr Chief Executive Officer Meaningfully Grew DigitalGlobe’s Business (DigitalGlobe’s Revenue Over Tenure; $ in millions) History of Creating Value for Shareholders (IHS’s Revenue Over Tenure; $ in millions) ​ Source: DigitalGlobe , Maxar Technologies, and IHS filings, public information, and FactSet.

28 Calendar Year 2018A 2019A 2020E 2021E 2022E Skillsoft Order Intake: Content $365 $347 $310 - $320 SumTotal 149 138 115 - 120 Total Skillsoft Order Intake $513 $485 $425 - $440 $435 - $450 $465 - $495 Global Knowledge Order Intake: Classroom Training and Other $187 $171 $45 - $50 Digital Offerings 125 113 155 - 160 Total Global Knowledge Order Intake $313 $285 $200 - $210 $225 - $240 $245 - $265 Pro Forma Order Intake $826 $770 $625 - $650 $660 - $690 $710 - $760 Skillsoft Revenue: Content $378 $363 $330 - $340 SumTotal 156 152 120 - 130 Total Skillsoft Revenue $534 $514 $450 - $470 $430 - $445 $440 - $470 Global Knowledge Revenue: Classroom Training and Other $199 $180 $55 - $60 Digital Offerings 119 108 145 - 150 Total Global Knowledge Revenue $318 $288 $200 - $210 $215 - $230 $235 - $255 Pro Forma Revenue $852 $802 $650 - $680 $645 - $675 $675 - $725 Skillsoft Adj. EBITDA $211 $185 $130 - $145 Global Knowledge Adj. EBITDA 32 36 15 - 20 Pro Forma Adj. EBITDA $244 $221 $145 - $165 $155 - $175 $180 - $220 Pro Forma Adj. Net Income $90 - $105 $110 - $145 Financial Overview Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID - 19, customer churn f rom Skillsoft legacy platform, and other impacts mainly attributable to COVID - 19. Product level view of Order Intake / Revenue f or Skillsoft Content and SumTota l. Reconciliation of non - GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY 2022 includes $25mm of estimated cost synergies. (2) The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, assumin g that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Gl oba l Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SEC’s R egulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. These unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. (3) Skillsoft Content includes ~$15mm of order intake / revenue from services in CY20. (4) Other order intake / revenue within the Global Knowledge Classroom Training and Other line item is ~$20mm in CY20. (5) Reconciliation of non - GAAP financial measures provided in appendix for CY2018 and CY2019 ; CY2020 adjustments will be consistent with CY2018 and CY2019; on a going forward basis, the Company intends to exclude non - rec urring, non - cash items including stock - based compensation, generally consistent with the categories identified on page 34. CY2021 excludes estimated cost to achieve sy nergies of $20mm. (6) Pro forma adjusted net income calculated as adjusted EBITDA minus estimated depreciation expense minus estimated interest exp ens e minus estimated adjusted taxes at pro forma cash tax rate; pro forma adjusted net income excludes purchase price amortizati on and all other items excluded from adjusted EBITDA. (1,2) (1,2 ) (1,2) (1,2) (3) (3) (4) (4) ($M) (1,2) (6) (5)

29 Financial Summary Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID - 19, customer churn f rom Skillsoft legacy platform, and other impacts mainly attributable to COVID - 19. Product level view of Order Intake / Revenue f or Skillsoft Content and SumTota l. Reconciliation of non - GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY 2022 includes $25mm of estimated cost synergies. (2) The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, assumin g that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Gl oba l Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SEC’s R egulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. These unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. CY2019A – CY2022E Pro Forma Order Intake Bridge ($M) CY2019A Order Intake (1,2) Skillsoft: Decrease in Content CY2020E Order Intake (1,2) CY2021E Order Intake (1,2) CY2022E Order Intake (1,2) Skillsoft: Decrease in SumTotal Global Knowledge: Decrease in Classroom Training and Other Global Knowledge: Increase in Digital Offerings Skillsoft: Increase Global Knowledge: Increase Skillsoft: Increase Global Knowledge: Increase

30 Financial Summary (Cont’d) Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID - 19, customer churn f rom Skillsoft legacy platform, and other impacts mainly attributable to COVID - 19. Product level view of Order Intake / Revenue f or Skillsoft Content and SumTota l. Reconciliation of non - GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY 2022 includes $25mm of estimated cost synergies. (2) The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, assumin g that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Gl oba l Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SEC’s R egulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. These unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. CY2019A – CY2022E Pro Forma Revenue Bridge ($M) CY2019A Revenue (1,2) Skillsoft: Decrease in Content CY2020E Revenue (1,2) CY2021E Revenue (1,2) CY2022E Revenue (1,2) Skillsoft: Decrease in SumTotal Global Knowledge: Decrease in Classroom and Other Global Knowledge: Increase in Digital Offerings Skillsoft: Decrease (Due to Prior Year Decline in Order Intake) Global Knowledge: Increase Skillsoft: Increase Global Knowledge: Increase

31 Financial Summary (Cont’d) Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID - 19, customer churn f rom Skillsoft legacy platform, and other impacts mainly attributable to COVID - 19. Reconciliation of non - GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY 2022 includes $25mm of estimated cost synergies. (2) The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, assumin g that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Gl oba l Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SEC’s R egulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. These unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. CY2019A – CY2022E Pro Forma Adj. EBITDA Bridge ($M) CY2019A Adj. EBITDA (1,2) CY2020E Adj. EBITDA (1,2) CY2021E Adj. EBITDA (1,2) CY2022E Adj. EBITDA (1,2) Cost Synergies (partial year) Pro Forma: Expense Increase Additional Cost Synergies Pro Forma: Revenue Increase Pro Forma: Expense Flat - lined Pro Forma: Revenue Decrease Skillsoft: Expense Decrease Skillsoft: Revenue Decrease Global Knowledge: Expense Decrease Global Knowledge: Revenue Decrease

32 Summary of Shares Outstanding at Various Prices (Shares in M) Commentary Churchill Public Shares: • Includes 69.0M public IPO shares • Includes 23.0M public warrants issued in connection with the IPO ‒ Strike price of $11.50 / share and forced redemption price of $18.00 / share Total Shares Outstanding: • Includes 28.5M shares issued to Skillsoft shareholders • Includes 53.0M shares issued to PIPE investors (2) • Includes 16.7M warrants issued to PIPE investors at substantively identical terms as the public warrants • Includes 5.0M warrants issued as consideration for Global Knowledge transaction ‒ $11.50 strike price; no forced redemption • Includes 17.25M founder shares ‒ 4.3M founder shares subject to vest only if the share price exceeds $12.50 per share • Includes 17.3M private placement warrants purchased or acquired by the sponsor (3) ‒ $11.50 strike price; no forced redemption (1) Note: Shares and warrants net for Treasury Stock Method (“TSM”). Excludes management equity. (1) Public shares including public warrants (on a TSM basis) as % of total shares outstanding / public shares excluding public wa rra nts (on a TSM basis) as % of total shares outstanding. (2) PIPE subject to certain conditions; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval. (3) Includes 1.5mm warrants payable to Churchill sponsor for loan to Churchill at Churchill sponsor’s option. Share Price Public IPO Shares Total Shares Outstanding Public Shares as % of Shares Outstanding (Incl / Excl Public Warrants) $10.00 69.0 163.4 42.2% / 42.2% $12.00 70.0 166.0 42.1% / 41.6% $14.00 73.1 178.8 40.9% / 38.6% $16.00 75.5 185.2 40.8% / 37.3% $18.00 77.3 190.1 40.7% / 36.3% $20.00 77.3 191.6 40.4% / 36.0%

33 Reconciliation of Non - GAAP Financial Measures Pro Forma Adj. EBITDA Reconciliation ($M ) Note: The above unaudited pro forma non - GAAP financial results present the combined results of Skillsoft and Global Knowledge, a ssuming that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non - GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Global Knowledge. These unaudited pro forma non - GAAP financial results are not prepared in accordance with Article 11 of the SE C’s Regulation S - X and may not reflect other adjustments that would be required in Article 11 - compliant financial information. Thes e unaudited pro forma non - GAAP financial results are not necessarily indicative of what the companies’ results would have been i f they had been under common control during the periods presented or of the companies’ future results following the business combina tio n. (1) Calculation pursuant to credit agreement operative in those periods. (1) LTM 1/31/19 LTM 1/31/20 LTM 9/30/20 Skillsoft Global Knowledge Combined Skillsoft Global Knowledge Combined Pro Forma Revenue $534 $318 $852 $514 $288 $802 Pro Forma Net income (loss) - GAAP ($400) ($29) ($429) ($849) ($21) ($871) Interest expense, net 396 24 420 430 26 456 Provision for income taxes 5 (3) 2 11 2 13 Depreciation and amortization 164 23 187 106 19 125 Impairment of goodwill and intangible assets 16 -- 16 441 -- 441 Pro Forma EBITDA $182 $15 $196 $138 $25 $164 Non-recurring retention and consulting costs 13 -- 13 5 1 6 Recapitalization, financing and acquisition related 1 1 2 21 1 22 Restructuring and contract terminations 2 13 16 3 6 9 Integration and migration related 7 -- 7 6 -- 6 FX and other non-cash expense 5 (0) 5 10 1 11 Stock-based compensation -- -- -- -- -- -- Other add backs 1 4 5 1 2 3 Pro Forma Adjusted EBITDA $211 $32 $244 $185 $36 $221 (1)