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 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-252365
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Dear Stockholders of Churchill Capital Corp II and Shareholders of Software Luxembourg Holding S.A.:
On October 12, 2020, Churchill Capital Corp II, a Delaware corporation (“Churchill”), entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Skillsoft Merger Agreement”) with Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Skillsoft”). If the Skillsoft Merger Agreement and the transactions contemplated thereby are adopted by Skillsoft’s shareholders, the Skillsoft Merger Agreement and the transactions contemplated thereby, including the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration, are approved by Churchill’s stockholders, and the business combination is subsequently completed, Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill (the “Merger”).
At the effective time of the Merger, (i) each outstanding Skillsoft Class A Share (other than shares owned by Churchill, which will be automatically canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor) will be automatically cancelled and Churchill will issue as consideration therefor (A) 6.25 shares of Churchill Class A common stock and (B) one share of Churchill Class C common stock and (ii) each outstanding Skillsoft Class B Share will be automatically cancelled and Churchill will issue as consideration therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result from conversion (which will instead be paid out in cash in accordance with the Skillsoft Merger Agreement; such payment in cash will not represent separately bargained-for consideration, and will not exceed ten percent (10%) of the nominal value of the shares issued by Churchill in the context of the Merger in accordance with Article 1020-3 of the Luxembourg Law of 10 August 1915 regarding commercial companies, as amended (the “Luxembourg Companies’ Law”)). Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to the former holders of Skillsoft Class A Shares in connection with the Merger will be redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the “Incremental Loans”) under that certain Senior Secured Second Out Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing Second Out Credit Agreement”).
The exchange ratio is fixed and will not be adjusted for changes in the market price of Churchill Class A common stock between the date of signing of the Skillsoft Merger Agreement and the closing of the Merger. Based on the number of Skillsoft Class A Shares outstanding and Skillsoft Class B Shares outstanding, in each case as of May 20, 2021, the total number of shares of Churchill Class A common stock expected to be issued in connection with the Merger is approximately 28,500,000, and holders of Skillsoft Class A Shares and Skillsoft Class B Shares as of immediately prior to the closing of the Merger will hold, in the aggregate, approximately 17% of the issued and outstanding shares of Churchill Class A common stock immediately following the closing of the PIPE Investments and the Merger assuming no redemptions by holders of Churchill Class A common stock. Churchill’s units, Churchill Class A common stock and Churchill’s public warrants are publicly traded on the New York Stock Exchange (the “NYSE”). Churchill has been approved to list Churchill Class A common stock and Churchill’s public warrants on the NYSE under the symbols “SKIL” and “SKIL.WS”, respectively, upon the closing of the Merger. Churchill will not have units traded following closing of the Merger. Following the closing of the Merger, Churchill intends to change its name to “Skillsoft Corp.”
Concurrently with its entry into the Skillsoft Merger Agreement, Churchill also entered into an Agreement and Plan of Merger with Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill, and Albert DE Holdings Inc., a Delaware corporation (the “Global Knowledge Merger Agreement”) for the acquisition of Albert DE Holdings Inc. (“Global Knowledge”), which acquisition is conditioned upon, among other things, the consummation of the Merger. The Merger is not conditioned upon the consummation of the proposed Global Knowledge Merger. Although Churchill stockholders and Skillsoft shareholders are not voting on the Global Knowledge Merger, we provide information in this joint proxy statement/prospectus (including business description, risk factors, management’s discussion and analysis of Global Knowledge, and pro forma information) about Global Knowledge given the qualitative and quantitative impact that the Global Knowledge Merger will have on the Post-Combination Company following the Merger. In connection with the execution of the Skillsoft Merger Agreement and the Global Knowledge Merger Agreement, Churchill entered into subscription agreements with certain parties subscribing for an aggregate of up to 53,000,000 shares of Churchill Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of up to $530.0 million, subject to certain conditions and subject to the right of MIH Learning B.V., as assignee of the rights and obligations of MIH Edtech Investments B.V. (formerly known as MIH Ventures B.V.)

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under the Prosus Subscription Agreement (“Prosus”) to purchase a number of additional shares of Churchill Class A common stock, at $10.00 per share, that would result in it maintaining beneficial ownership of at least 35% of the issued and outstanding shares of Churchill Class A common stock on a fully-diluted and as-converted basis (excluding any warrants issued to Prosus pursuant to its subscription agreement) as of immediately following the closing. See “Other Agreements — Subscription Agreements.”
Churchill will hold a special meeting of stockholders (the “Churchill Special Meeting”) and Skillsoft will hold an extraordinary general meeting of shareholders (the “Skillsoft Extraordinary General Meeting”), in each case to consider matters relating to the proposed Merger. Churchill and Skillsoft cannot complete the Merger unless Churchill’s stockholders consent to the approval of the Skillsoft Merger Agreement and the transactions contemplated thereby, including the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration, and Skillsoft’s shareholders consent to adoption and approval of the Skillsoft Merger Agreement, as well as other documents required under the Luxembourg Companies’ Law, and the transactions contemplated thereby. Churchill and Skillsoft are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this joint proxy statement/prospectus.
The Churchill Special Meeting will be held at 11:00 a.m. eastern time, on June 10, 2021, in virtual format.
The Churchill board of directors has unanimously approved the Skillsoft Merger Agreement and the transactions contemplated thereby and recommends that Churchill stockholders vote “FOR” the approval of the Skillsoft Merger Agreement, “FOR” the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the Churchill Special Meeting.
The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021, subject to and in accordance with any applicable COVID-19 restrictions in place on the date of such extraordinary general meeting (as further detailed in the Convening Notice provided with this letter).
The Skillsoft board of directors has unanimously approved the Skillsoft Merger Agreement and the transactions contemplated thereby and recommends that Skillsoft shareholders adopt and approve in all respects the Skillsoft Merger Agreement and the transactions contemplated thereby.
This joint proxy statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about Churchill and Skillsoft and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 37 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you.
Sincerely,
/s/ Michael Klein /s/ Ronald W. Hovsepian
Michael Klein
Chief Executive Officer and Chairman of the Board of Directors
Churchill Capital Corp II
Ronald W. Hovsepian
Director — Authorised Signatory
Software Luxembourg Holding S.A
Additional Information for Churchill Stockholders:
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN. To ensure your representation at the Churchill Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this joint proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
If you are a Churchill stockholder and you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Mackenzie Partners, Inc., Churchill’s proxy solicitor, at (800) 322-2885.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the issuance of shares of Churchill Class A common stock and Churchill Class C common stock in connection with the Merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated May 27, 2021, and is first being mailed to stockholders of Churchill and shareholders of Skillsoft on or about May 28, 2021.

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CHURCHILL CAPITAL CORP II
640 Fifth Avenue, 12th Floor
New York, NY 10019
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2021
TO THE STOCKHOLDERS OF CHURCHILL CAPITAL CORP II:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Churchill Capital Corp II (“Churchill”), a Delaware corporation, will be held at 11:00 a.m. eastern time, on June 10, 2021, in virtual format (the “Churchill Special Meeting”). You are cordially invited to attend the Churchill Special Meeting, which will be held for the following purposes:
(1)
The Merger Proposal — To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of October 12, 2020 (as it may be amended and/or restated from time to time, the “Skillsoft Merger Agreement”), by and among Churchill and Software Luxembourg Holding S.A. (“Skillsoft”), and the transactions contemplated thereby, pursuant to which Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill (the “Merger”). A copy of the Skillsoft Merger Agreement is attached to this joint proxy statement/prospectus as Annex A (Proposal No. 1);
(2)
The Merger Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of Churchill Class A common stock and Churchill Class C common stock pursuant to the Skillsoft Merger Agreement (Proposal No. 2);
(3)
The Charter Amendment Proposal — To consider and vote upon a proposal to adopt an amendment (the “Charter Amendment”) to Churchill’s amended and restated certificate of incorporation currently in effect (the “Existing Charter”) in the form attached hereto as Annex B (Proposal No. 3);
(4)
The Charter Approval Proposal — To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”) in the form attached hereto as Annex C (Proposal No. 4);
(5)
The Governance Proposal — To consider and act upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in order to give holders of Churchill common stock the opportunity to present their separate views on important corporate governance procedures (Proposal No. 5);
(6)
The Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve on the Board of Directors of the Post-Combination Company (the “Board”) until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 6);
(7)
The Prosus PIPE Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the Prosus Subscription Agreement (including the shares issuable (i) upon Prosus’s exercise of the Prosus Top-Up Right and (ii) upon Prosus’s exercise of the Prosus Warrants (each as defined herein)) (Proposal No. 7);
(8)
The SuRo PIPE Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the SuRo Subscription Agreement (as defined herein) (Proposal No. 8);
 

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(9)
The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 9); and
(10)
The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Churchill Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to the Skillsoft Merger Agreement is not satisfied or waived (Proposal No. 10).
These items of business are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Churchill common stock at the close of business on April 28, 2021 (the “Churchill Record Date”) are entitled to notice of the Churchill Special Meeting and to vote and have their votes counted at the Churchill Special Meeting and any adjournments or postponements of the Churchill Special Meeting.
Pursuant to Churchill’s Existing Charter, Churchill will provide holders of its Public Shares with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in Churchill’s trust account, which holds the proceeds of the Churchill IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes) in connection with the transactions contemplated by the Skillsoft Merger Agreement. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that Churchill redeem your shares for cash no later than the second business day preceding the vote on the Merger Proposal by delivering your share certificates to Churchill’s transfer agent physically or by delivering your shares electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. For illustrative purposes, based on funds in the trust account of approximately $697.0 million on April 28, 2021, the estimated per share redemption price would have been approximately $10.10, excluding additional interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements and/or pay taxes. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Merger Proposal. A holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of Churchill. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of Churchill. Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Churchill’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Merger with respect to any shares of Churchill common stock they may hold. Currently, the Sponsor owns 20% of Churchill common stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and Churchill’s directors and officers have agreed to vote any shares of Churchill common stock owned by them in favor of each of the proposals presented at the Churchill Special Meeting.
After careful consideration, Churchill’s board of directors (the “Churchill Board”) has determined that the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of Churchill and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposal, “FOR” the election of each of the seven director nominees in the Director Election Proposal, “FOR” the Prosus PIPE Issuance Proposal, “FOR” the SuRo PIPE Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented.
 

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Consummation of the Merger is conditioned on approval of each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote. If the Adjournment Proposal is approved, the Churchill Special Meeting will be adjourned to a later date or dates to permit further solicitation and vote of proxies. The joint proxy statement/prospectus accompanying this notice explains the Skillsoft Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Churchill Special Meeting. Please review the joint proxy statement/prospectus carefully.
All Churchill stockholders are cordially invited to attend the Churchill Special Meeting in virtual format. Churchill Stockholders may attend, vote and examine the list of Churchill stockholders entitled to vote at the Churchill Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Churchill Special Meeting will be held in virtual meeting format only. You will not be able to attend the Churchill Special Meeting physically. To ensure your representation at the Churchill Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Churchill Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
/s/ Michael Klein
Michael Klein
Chief Executive Officer and Chairman of the Board of Directors
May 21, 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CHURCHILL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CHURCHILL’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE CHURCHILL SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “CHURCHILL SPECIAL MEETING OF STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

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SOFTWARE LUXEMBOURG HOLDING S.A.
Société anonyme
Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg
R.C.S. Luxembourg: B 246188
CONVENING NOTICE TO AN
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON 10 June 2021
TO THE SHAREHOLDERS OF SOFTWARE LUXEMBOURG HOLDING S.A.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Software Luxembourg Holding S.A. (“Skillsoft” or the “Company”), a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188, will be held at 10:00 a.m. Central European Time, on 10 June 2021, subject to and in accordance with the September 2020 Law (as defined below) in place on the date of such extraordinary general meeting (as further detailed below) (the “Skillsoft Extraordinary General Meeting”). You are cordially invited to vote at the Skillsoft Extraordinary General Meeting, which will be held for the following purposes and with the agenda (the “Agenda”) set out below:
(1)
Acknowledgement of the Skillsoft Merger Proposal and the mandatory reports — To acknowledge (i) the joint cross-border merger proposal (the “Skillsoft Merger Proposal”) providing for the absorption of the Company (the “Merger”) by Churchill Capital Corp II (“Churchill” or the “Acquiring Company”), (ii) the detailed written report of the board of directors of the Company and the detailed written report of the board of directors of the Acquiring Company, and (iii) the common independent expert’s report prepared by PKF Audit & Conseil as independent auditor (réviseur d’entreprises).
(2)
Documents available for inspection — To acknowledge that all the documents required by article 1021-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, have been deposited at the Company’s registered office or on its website for due inspection by the shareholders at least one month before the date of the general meeting of shareholders of the Company resolving on the Skillsoft Merger Proposal.
(3)
Approval of the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger — To consider and to approve the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger.
(4)
The Skillsoft Charter Amendment Proposal — To consider and vote upon a proposal to approve, on a precatory basis to the extent permitted by applicable law, an amendment and restatement of Churchill’s certificate of incorporation in the form attached hereto as Annex C.
(5)
Effective date of the Merger and accounting treatment — To acknowledge (i) the effective date of the Merger between the parties and of the date of enforceability of the Merger towards third parties and (ii) the date from which the operations of the Company will be treated as having been carried out on behalf of Churchill from an accounting point of view.
(6)
Delegation of powers — To delegate powers to the Company’s board of directors to confirm the satisfaction of the condition precedents to the Merger.
(7)
Miscellaneous — Any other business.
These items of business are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. The holders of shares of the Company are entitled to notice of the Skillsoft Extraordinary General Meeting no less than 8 days prior to the date of the Skillsoft Extraordinary General Meeting and to vote and have their votes counted at the Skillsoft Extraordinary General Meeting and any adjournments or postponements of the Skillsoft Extraordinary General Meeting.
 

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All Skillsoft shareholders are cordially invited to vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, in order to prevent large gatherings due to the COVID-19 crisis and pursuant to the Luxembourg law of 23 September 2020 extending the measures regarding the meetings held by companies and other legal entities, as amended (the “September 2020 Law”), you will not be able to attend the Skillsoft Extraordinary General Meeting in person. To ensure your representation at the Skillsoft Extraordinary General Meeting, you are urged to complete, sign, date and return the enclosed Proxy or Voting Form (each as defined below) as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.
In order to exercise your right to vote, you are hereby invited to:
1.
appoint a proxy holder designated by the Company to represent you at the Skillsoft Extraordinary General Meeting, by executing and returning to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)), the power of attorney included herewith as Schedule 1, so as to be received by the Company no later than five (5) days before the Skillsoft Extraordinary General Meeting, OR
2.
cast your vote in relation to the items of the Agenda as explained above, in writing ahead of the Skillsoft Extraordinary General Meeting by completing, executing and returning to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g. by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) the Voting Form included herewith as Schedule 2,
in any case, along with the passport copy and proof of authority of the signatory and so as to be received by the Company no later than twenty-four (24) hours before the Skillsoft Extraordinary General Meeting.
After careful consideration, the Company’s board of directors (the “Skillsoft Board”) has determined that the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger described therein and the Skillsoft Charter Amendment Proposal, as well as each other item of the Agenda, are fair to and in the corporate interest of the Company and its shareholders and unanimously recommends that you vote or give instruction to vote in favor of each item of the Agenda in furtherance of the Merger.
The joint proxy statement/prospectus accompanying this notice explains the Skillsoft Merger Agreement, the Skillsoft Merger Proposal and the transactions contemplated thereby, as well as the proposals to be considered at the Skillsoft Extraordinary General Meeting. Please review the joint proxy statement/prospectus carefully.
Your vote is important regardless of the number of shares you own. We kindly ask you to sign, date and return the scheduled Proxy or Voting Form as soon as possible.
 

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Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
/s/ Ronald W. Hovsepian
Ronald W. Hovsepian
Director — Authorised Signatory
25 May 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE OR AN ABSTENTION, YOUR VOTING FORM WILL BE DEEMED VOID.
 

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BASIS OF PRESENTATION AND GLOSSARY
As used in this joint proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:
Available Cash” are to, as of immediately prior to the consummation of the Merger, the aggregate amount equal to (i) the cash available to be released from the trust account to Churchill after deduction of all funds required to be paid in respect of redemptions of Public Shares pursuant to the redemption offer, plus (ii) any cash on the balance sheet or otherwise in the bank accounts of Churchill (which shall include any proceeds pursuant to any commitment to subscribe for shares of Churchill Class A common stock or warrants exercisable into shares of Churchill Class A common stock prior to or concurrently with the closing), plus (iii) the aggregate amount of cash deposited in the bank accounts of Skillsoft and its subsidiaries, other than restricted cash set forth in Skillsoft’s consolidated balance sheet with respect to its subsidiaries’ Amended and Restated Receivables Purchase Agreement, dated December 20, 2018, by and among Skillsoft Corporation, SumTotal Systems, LLC, Mindleaders, Inc., Skillsoft Canada, Ltd., SumTotal Systems Canada Ltd., Skillsoft U.K. Limited, SumTotal Systems U.K. Limited and Skillsoft Receivables Financing LLC;
Churchill IPO” are to the initial public offering by Churchill which closed on July 1, 2019;
Churchill warrants” are to the warrants exercisable to purchase Churchill Class A common stock;
Code” are to the Internal Revenue Code of 1986, as amended;
Churchill Class A common stock” are to the Class A common stock, par value $0.0001 per share, of Churchill;
Churchill Class B common stock” are to the Class B common stock, par value $0.0001 per share, of Churchill;
Churchill Class C common stock” are to the Class C common stock, par value $0.0001 per share, of Churchill;
Churchill common stock” are to Churchill Class A common stock and Churchill Class B common stock;
Completion Window” are to the period following the completion of the Churchill IPO at the end of which, if Churchill has not completed its initial business combination, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Churchill’s remaining stockholders and the Churchill Board, dissolve and liquidate, subject to Churchill’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Completion Window ends on July 1, 2021;
DGCL” are to the Delaware General Corporation Law, as amended;
Exchange Act” are to the Securities Exchange Act of 1934, as amended;
Existing Charter” are to Churchill’s amended and restated certificate of incorporation currently in effect;
Founder Shares” are to shares of Churchill Class B common stock and Churchill Class A common stock issued upon the automatic conversion thereof at the time of Churchill’s initial business combination as provided herein. The 17,250,000 Founder Shares are held of record by the Sponsor as of the record date;
 
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GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;
Global Knowledge” are to Albert DE Holdings Inc., a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C.;
Global Knowledge Merger” are to the merger of Merger Sub with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned subsidiary of Churchill pursuant to the Global Knowledge Merger Agreement;
Global Knowledge Merger Agreement” are to the Agreement and Plan of Merger, dated as of October 12, 2020, by and among Churchill, Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill (“Merger Sub”), and Global Knowledge;
Incentive Plan” are to the Churchill Capital Corp II 2020 Omnibus Incentive Plan;
Investment Company Act” are to the Investment Company Act of 1940, as amended;
Klein Group” are to The Klein Group, LLC, an affiliate of Michael Klein and the Sponsor and an affiliate and wholly owned subsidiary of M. Klein and Company;
M. Klein and Company” are to M. Klein and Company, LLC, a Delaware limited liability company, and its affiliates;
Merger” are to the merger of Skillsoft with and into Churchill pursuant to the Skillsoft Merger Agreement.
New Skillsoft” are to the Post-Combination Company following the consummation of the Global Knowledge Merger and the other transactions contemplated by the Global Knowledge Merger Agreement;
Post-Combination Company” are to Churchill following the consummation of the Merger and the other transactions contemplated by the Skillsoft Merger Agreement;
private placement warrants” are to Churchill’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO;
Prosus” are to MIH Learning B.V. as assignee of the rights and obligations of MIH Edtech Investments B.V. under the Prosus Subscription Agreement;
Prosus Subscription Agreement” are to the Subscription Agreement, dated as of October 12, 2020, by and among Churchill, the Sponsor and Prosus;
Public Shares” are to shares of Churchill Class A common stock sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);
public stockholders” are to the holders of Churchill’s Public Shares, including the Sponsor and Churchill’s directors and officers to the extent the Sponsor and Churchill’s officers or directors purchase Public Shares; provided, that each of their status as a “public stockholder” shall only exist with respect to such Public Shares;
public warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);
SEC” are to the Securities and Exchange Commission;
Skillsoft” are, for the period prior to and including August 27, 2020, to the business and entities owned by Pointwell Limited, a limited company formed under Irish law with Registration number 540778, and from and after August 28, 2020, to Software Luxembourg Holding S.A. and its subsidiaries;
Skillsoft Class A Shares” are to the Class A shares of Software Luxembourg Holding S.A., with nominal value of $0.01 per share;
 
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Skillsoft Class B Shares” are to the Class B shares of Software Luxembourg Holding S.A., with nominal value of $0.01 per share;
Skillsoft Shares” are to the Skillsoft Class A Shares and the Skillsoft Class B Shares;
Sponsor” are to Churchill Sponsor II LLC, a Delaware limited liability company and an affiliate of M. Klein and Company in which certain of Churchill’s directors and officers hold membership interests;
Sponsor Agreement” are to the Sponsor Agreement, dated as of October 12, 2020, among Churchill, Skillsoft, the Sponsor and Churchill’s directors and officers, as amended;
SuRo” are to SuRo Capital Corp., a publicly traded investment fund;
SuRo Subscription Agreement” are to the Subscription Agreement, dated as of October 14, 2020, by and among Churchill and SuRo;
termination date” are to the termination date pursuant to the Skillsoft Merger Agreement, which is the date that is eight (8) months following the date of the Skillsoft Merger Agreement;
VWAP” are to volume weighted average price; and
warrants” are to the public warrants and the private placement warrants.
Unless specified otherwise, amounts in this joint proxy statement/prospectus are presented in United States (“U.S.”) dollars.
Defined terms in the financial statements contained in this joint proxy statement/prospectus have the meanings ascribed to them in the financial statements.
 
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Churchill, Skillsoft, Global Knowledge and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this joint proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this joint proxy statement/prospectus are listed without the applicable ®, and SM symbols, but the respective owners thereof will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.
 
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QUESTIONS AND ANSWERS
The questions and answers below highlight only selected information from this joint proxy statement/prospectus and only briefly address some commonly asked questions about the Merger, the Churchill Special Meeting, the Skillsoft Extraordinary General Meeting, and the proposals to be presented at the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that is important to Churchill stockholders or Skillsoft shareholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Merger, the voting procedures for the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting.
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q:
WHAT IS THE MERGER?
A:
Churchill and Skillsoft have entered into the Skillsoft Merger Agreement, pursuant to which Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill, subject to the terms and conditions set forth in the Skillsoft Merger Agreement.
Churchill will hold the Churchill Special Meeting to, among other things, enable Churchill’s stockholders to consider and vote on the approvals required for the Merger and the other transactions contemplated by the Skillsoft Merger Agreement, and you are receiving this joint proxy statement/prospectus in connection with such meeting. Skillsoft is also providing these materials to the holders of Skillsoft Class A Shares and Skillsoft Class B Shares in connection with the Skillsoft Extraordinary General Meeting. See “The Skillsoft Merger Agreement” beginning on page 264. In addition, a copy of the Skillsoft Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to read carefully this joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
Churchill is sending this joint proxy statement/prospectus to its stockholders to provide them with the material information they need in order to decide how to vote their shares of Churchill common stock with respect to the matters to be considered at the Churchill Special Meeting. Skillsoft is also providing these materials to the holders of Skillsoft Class A Shares and Skillsoft Class B Shares in connection with the Skillsoft Extraordinary General Meeting.
The Merger cannot be completed unless (a) Churchill’s stockholders approve the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal set forth in this joint proxy statement/prospectus for their approval and (b) the holders of Skillsoft Class A Shares and Skillsoft Class B Shares acknowledge and approve the matters presented for their consideration at the Skillsoft Extraordinary General Meeting. Information about the Churchill Special Meeting, the Skillsoft Extraordinary General Meeting, the Merger and the other business to be considered by stockholders at the Churchill Special Meeting and shareholders at the Skillsoft Extraordinary General Meeting is contained in this joint proxy statement/prospectus.
This document constitutes a proxy statement of Churchill and Skillsoft and a prospectus of Churchill. It is a proxy statement because the boards of directors of Churchill and Skillsoft are soliciting proxies using this joint proxy statement/prospectus from their respective stockholders and shareholders. It is a prospectus because Churchill, in connection with the Merger, is offering shares of Churchill Class A common stock in exchange for the outstanding Skillsoft Class A Shares and Skillsoft Class B Shares. See “The Skillsoft Merger Agreement — Merger Consideration.”
Q:
WHAT WILL SKILLSOFT SHAREHOLDERS RECEIVE IN THE MERGER?
A:
If the Merger is completed, (i) each outstanding Skillsoft Class A Share (other than shares owned by Churchill, which will be automatically cancelled and retired and will cease to exist, and no consideration
 
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will be delivered in exchange therefore) will be automatically cancelled Churchill will issue as consideration therefor (A) 6.25 shares of Churchill Class A common stock and (B) one share of Churchill Class C common stock and (ii) each outstanding Skillsoft Class B Share (in each case, other than shares owned by Churchill, which will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor) will be automatically cancelled and Churchill will issue as consideration therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result (which will instead be paid out in cash in accordance with the Skillsoft Merger Agreement; however, such payment in cash does not represent any separately bargained-for consideration, and will not exceed ten percent (10%) of the nominal value of the shares issued by Churchill in the context of the Merger in accordance with Article 1020-3 of the Luxembourg Law of 10 August 1915 regarding commercial companies, as amended (the “Luxembourg Companies’ Law”)), and except for any Skillsoft Class A Share or Skillsoft Class B Share held by Churchill, which will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to former holders of Skillsoft Class A Shares in connection with the Merger will be redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the “Incremental Loans”) under that certain Senior Secured Second Out Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing Second Out Credit Agreement”).
Before, on or after the completion of the Merger, the obligations under that certain Senior Secured Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing First Out Credit Agreement” and, together with the Existing Second Out Credit Agreement, the “Existing Credit Agreements”) and the Existing Second Out Credit Agreement (including the Incremental Loans, and any other incremental indebtedness incurred under the Existing Credit Agreements in connection with the Merger) may be refinanced or prepaid. There can be no assurance when or if any such refinancing or prepayment will occur.
Q:
WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?
A:
It is currently anticipated that the Merger will be consummated promptly following the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting, which are set for June 10, 2021 and June 10, 2021, respectively; however, either meeting could be adjourned, as described herein. However, neither Churchill nor Skillsoft can assure you of when or if the Merger will be completed and it is possible that factors outside of the control of both companies could result in the Merger being completed at a different time or not being completed at all. Churchill must first obtain the approval of its stockholders for certain of the proposals set forth in this joint proxy statement/prospectus for their approval, Skillsoft must first obtain the approval of its shareholders for the Merger, and Churchill and Skillsoft must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Skillsoft Merger Agreement — Conditions to the Merger” beginning on page 276.
Q:
WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?
A:
If the Merger is not completed, Skillsoft shareholders will not receive any consideration for their Skillsoft Class A Shares and Skillsoft Class B Shares. Instead, Skillsoft will remain an independent company. See “The Skillsoft Merger Agreement — Termination” and “Risk Factors” beginning on page 277 and page 37, respectively.
 
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QUESTIONS AND ANSWERS ABOUT CHURCHILL’S SPECIAL STOCKHOLDER MEETING
Q:
WHEN AND WHERE IS THE CHURCHILL SPECIAL MEETING?
A:
The Churchill Special Meeting will be held at 11:00 a.m. eastern time, on June 10, 2021, in virtual format. Churchill stockholders may attend, vote and examine the list of Churchill stockholders entitled to vote at the Churchill Special Meeting by visiting https://www.cstproxy.com/churchillcapitalii/2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Churchill Special Meeting will be held in virtual meeting format only. You will not be able to attend the Churchill Special Meeting physically.
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
The stockholders of Churchill are being asked to vote on the following:
1.
A proposal to approve the Skillsoft Merger Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1 — The Merger Proposal”.
2.
A proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock and Churchill Class C common stock pursuant to the Skillsoft Merger Agreement. See the section entitled “Proposal No. 2 — The Merger Issuance Proposal”.
3.
A proposal to adopt the Charter Amendment in the form attached hereto as Annex B. See the section entitled “Proposal No. 3 — The Charter Amendment Proposal”.
4.
A proposal to adopt the Proposed Charter in the form attached hereto as Annex C. See the section entitled “Proposal No. 4 — The Charter Approval Proposal”.
5.
A separate proposal with respect to certain governance provisions in the Proposed Charter in order to give holders of Churchill common stock the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 5 — The Governance Proposal”.
6.
A proposal to elect seven directors to serve on the Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and in each case, until their respective successors are duly elected and qualified. See the section entitled “Proposal No. 6 — The Director Election Proposal”.
7.
A proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the Prosus Subscription Agreement (including the shares issuable (i) upon Prosus’s exercise of the Prosus Top-Up Right and (ii) upon Prosus’s exercise of the Prosus Warrants). See the section entitled “Proposal No. 7 — The Prosus PIPE Issuance Proposal”.
8.
A proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the SuRo Subscription Agreement. See the section entitled “Proposal No. 8 — The SuRo PIPE Issuance Proposal”.
9.
A proposal to approve and adopt the Incentive Plan. See the section entitled “Proposal No. 9 — The Incentive Plan Proposal”.
10.
A proposal to approve the adjournment of the Churchill Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to Skillsoft Merger Agreement is not satisfied or waived. See the section entitled “Proposal No. 10 — The Adjournment Proposal”.
Churchill will hold the Churchill Special Meeting to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed Merger and the
 
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other matters to be acted upon at the Churchill Special Meeting. Churchill stockholders should read this joint proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.
Consummation of the Merger is conditioned on approval of each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. If any of these proposals is not approved, the other proposals will not be presented to stockholders for a vote. If the Adjournment Proposal is approved, the Churchill Special Meeting will be adjourned to a later date or dates to permit further solicitation and vote of proxies.
The vote of Churchill stockholders is important. Churchill stockholders are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.
Q:
I AM A CHURCHILL WARRANT HOLDER. WHAT DO I NEED TO KNOW?
A:
This joint proxy statement/prospectus is being sent to holders of Churchill units, which include Churchill Class A common stock and Churchill warrants. However, holders of Churchill warrants are not being asked to vote at the Churchill Special Meeting and are not entitled to redemption rights in connection with the Merger. If a holder of Churchill units elects to redeem its Churchill Class A common stock, its Churchill warrants will remain outstanding unless such holder sells or exercises the Churchill warrants. Upon consummation of the Merger, the Churchill warrants shall, by their terms, entitle the holders to purchase Class A common stock at a purchase price of  $11.50 per share. This joint proxy statement/prospectus includes important information about Skillsoft and the business of Skillsoft and its subsidiaries following consummation of the Merger. Because holders of Churchill warrants will be entitled to purchase Class A common stock of the Post-Combination Company upon consummation of the Merger, Churchill urges you to read the information contained in this joint proxy statement/prospectus carefully.
Q:
WHY IS CHURCHILL PROPOSING THE MERGER?
A:
Churchill was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.
On July 1, 2019, Churchill completed its initial public offering of units, with each unit consisting of one Public Share and one-third of one public warrant, each whole public warrant giving its holder the right to purchase one share of Churchill common stock at a price of  $11.50, raising total gross proceeds of approximately $690,000,000. Since the Churchill IPO, Churchill’s activity has been limited to the evaluation of business combination candidates.
Skillsoft is a global software and technology provider of digital learning, training and talent solutions.
Based on its due diligence investigations of Skillsoft and the industry in which it operates, including the financial and other information provided by Skillsoft to Churchill in the course of their negotiations in connection with the Skillsoft Merger Agreement, Churchill believes that the Merger with Skillsoft is advisable and in the best interests of Churchill and its stockholders. See the section entitled “The Merger — Recommendation of the Churchill Board of Directors and Reasons for the Merger — Churchill’s Board of Directors’ Reasons for Approval of the Merger”.
Q:
DID THE CHURCHILL BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
A:
The Churchill Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger with Skillsoft. The directors and officers of Churchill and Churchill’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector knowledge of Churchill’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Merger with Skillsoft. In addition, Churchill’s directors and officers and Churchill’s advisors have substantial experience with mergers and
 
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acquisitions. Accordingly, investors will be relying solely on the judgment of the Churchill Board, Churchill’s management team and Churchill’s advisors in valuing Skillsoft’s business.
Q:
DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of Public Shares, you have the right to demand that Churchill redeem such shares for a pro rata portion of the cash held in Churchill’s trust account. Churchill sometimes refers to these rights to demand redemption of the Public Shares as “redemption rights.”
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of Churchill. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of Churchill.
Q:
WHAT IS THE MAXIMUM NUMBER OF ALLOWABLE REDEMPTIONS FOR THE MERGER TO PROCEED?
A.
Assuming both the First Step Prosus Investment and the Second Step Prosus Investment are consummated concurrently with the Merger, the estimated maximum number of redemptions that would be allowable for the Skillsoft Merger to still proceed is 55,744,379 Public Shares.
This maximum redemption scenario is based on a number of assumptions, including the exclusion of Skillsoft’s cash balance ($71.5 million, as of January 31, 2021), which is legally available for redemption. Inclusion of Skillsoft’s cash balance would increase the cash available for redemptions, increase the maximum number of allowable redemptions and increase the percentage ownership of Skillsoft shareholders, the Sponsor and the PIPE investors in the Post-Combination Company. Inclusion of additional cash from other sources, including additional PIPE investments or other financing sources, would also increase the cash available for redemptions, increase the maximum number of allowable redemptions and increase the percentage ownership of Skillsoft shareholders, the Sponsor and the PIPE investors in the Post-Combination Company. If the number of redemptions exceeds 55,744,379 Public Shares, Churchill may seek alternative financing, which would be subject to certain terms and conditions set forth in the Skillsoft Merger Agreement and the Subscription Agreements. In addition, subject to certain conditions, the Available Cash Condition may be waived by Skillsoft, in which case the Merger may be consummated despite exceeding the maximum redemption scenario. If Churchill is not able to obtain alternative financing and Skillsoft is not willing to waive the Available Cash Condition, the Merger will not be consummated. See “Summary — Ownership of the Post-Combination Company” and “Unaudited Pro Forma Condensed Combined Financial Information.”
Q.
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A.
No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Merger Proposal or any other proposal described in this joint proxy statement/prospectus. As a result, the Merger Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Merger may be consummated even though the funds available from Churchill’s trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, Skillsoft is not required to consummate the Merger if there is not at least $644,000,000 of Available Cash. Also, with fewer Public Shares and public stockholders that may result from stockholders of Churchill exercising their redemption rights, the trading market for Churchill Class A common stock may be less liquid than the market for Public Shares prior to the Merger and Churchill may not be able to meet the listing standards of a national securities exchange.
Q.
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A.
If you are a holder of Public Shares and wish to exercise your redemption rights, you must (i) demand that Churchill redeem your shares for cash no later than the second business day preceding the vote on the Merger Proposal by delivering your share certificates to Churchill’s transfer agent physically or by delivering your shares electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal
 
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at Custodian) system. Any holder of Public Shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $697.0 million, or $10.10 per share, as of April 28, 2021, the record date). Such amount, including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes, will be paid promptly upon consummation of the Merger. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Churchill’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Merger Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Proposal at the Churchill Special Meeting. If you deliver your shares for redemption to Churchill’s transfer agent and later decide prior to the Churchill Special Meeting not to elect redemption, you may request that Churchill’s transfer agent return the shares (physically or electronically). You may make such request by contacting Churchill’s transfer agent at the address listed at the end of this section.
If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to Churchill’s transfer agent as described herein, then, if the Merger is consummated, Churchill will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Churchill common stock for cash and you will cease to have any rights as a Churchill stockholder (other than the right to receive the redemption amount) upon consummation of the Merger.
For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Public Shares” beginning on page 288. The tax consequences of the exercise of these redemption rights to each holder of Public Shares may depend on such holder’s particular facts and circumstances. Holders of Public Shares are urged to consult their tax advisors to understand fully the consequences to them of the exercise of their redemption rights in their specific circumstances.
If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.
Q.
DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED MERGER?
A.
No. Neither Churchill stockholders nor the holders of its units or warrants have appraisal rights in connection with the Merger under the DGCL. See the section entitled “Churchill Special Meeting of Stockholders — Appraisal Rights”.
Q.
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?
A.
The amount of the net proceeds of the Churchill IPO, $674,200,000, together with $15,800,000 of the amount raised from the private sale of warrants simultaneously with the consummation of the Churchill IPO, for a total of  $690,000,000, was placed in the trust account following the Churchill IPO. After consummation of the Merger, the funds in the trust account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger (including aggregate fees of up to $21,371,000 as deferred underwriting commissions), to redeem the shares of Churchill Class C common stock and for the Post-Combination Company’s working capital and general corporate purposes.
Q.
WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?
A.
If Churchill does not complete the Merger with Skillsoft for whatever reason, Churchill would search for another target business with which to complete a business combination. If Churchill does not complete the Merger with Skillsoft or another target business within the Completion Window, Churchill must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the
 
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amount then held in the trust account divided by the number of outstanding Public Shares. The Sponsor has no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Churchill’s outstanding warrants. Accordingly, the warrants will expire worthless.
Q.
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A.
The Sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Churchill common stock. The Sponsor has agreed to vote any Founder Shares and any Public Shares held by it in favor of each of the proposals presented at the Churchill Special Meeting.
Because a majority of the proposals require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting, the affirmative vote of only approximately 6.25% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve such proposals if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting. Notwithstanding the foregoing, the Merger is conditioned upon the approval of the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal. Approval of each of the Charter Amendment Proposal and the Charter Approval Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, and approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class. Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting.
Q.
WHAT CONSTITUTES A QUORUM AT THE CHURCHILL SPECIAL MEETING?
A.
A majority of the voting power of the issued and outstanding common stock of Churchill entitled to vote at the Churchill Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Churchill Special Meeting to constitute a quorum and in order to conduct business at the Churchill Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, who currently owns approximately 20% of the issued and outstanding shares of Churchill common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Churchill Special Meeting has power to adjourn the Churchill Special Meeting. As of the record date for the Churchill Special Meeting, 43,125,001 shares of Churchill common stock would be required to be present at the Churchill Special Meeting to achieve a quorum.
Q.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE CHURCHILL SPECIAL MEETING?
A.
The Merger Proposal:   The affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Merger Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Proposal, will have the same effect as a vote “AGAINST” the Merger Proposal. Churchill stockholders must approve the Merger Proposal in order for the Merger to occur. If Churchill stockholders fail to approve the Merger Proposal, the Merger will not occur.
The Merger Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Merger Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Issuance Proposal, will have no effect on the Merger Issuance Proposal. The
 
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Merger is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected.
The Charter Amendment Proposal:   The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Charter Amendment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal, will have the same effect as a vote “AGAINST” such Charter Amendment Proposal. The Merger is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be effected.
The Charter Approval Proposal:   The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such Charter Approval Proposal. The Merger is conditioned upon the approval of the Charter Approval Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Approval Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Approval Proposal will not be effected.
The Governance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Governance Proposal, which is a non-binding advisory vote. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal. The Merger is not conditioned on the approval of the Governance Proposal.
The Director Election Proposal:   Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Directors will be elected to serve on the Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal.
The Prosus PIPE Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Prosus PIPE Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Prosus PIPE Issuance Proposal, will have no effect on the Prosus PIPE Issuance Proposal. The Merger is conditioned upon the approval of the Prosus PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Prosus PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Prosus PIPE Issuance Proposal will not be effected.
 
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The SuRo PIPE Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the SuRo PIPE Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the SuRo PIPE Issuance Proposal, will have no effect on the SuRo PIPE Issuance Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected.
The Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Merger is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.
The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Merger is not conditioned on the approval of the Adjournment Proposal.
As further discussed in the section entitled “Other Agreements — Sponsor Agreement” beginning on page 275 of this joint proxy statement/prospectus, the Sponsor and Churchill’s directors and officers have entered into the Sponsor Agreement with Skillsoft pursuant to which the Sponsor and such directors and officers have agreed to vote shares representing 20% of the aggregate voting power of the common stock (comprised of all the outstanding Founder Shares) in favor of each of the proposals presented at the Churchill Special Meeting. Accordingly, the Sponsor Agreement will increase the likelihood that Churchill will receive the requisite stockholder approval for the Merger and the transactions contemplated thereby. Because a majority of the proposals require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting, the affirmative vote of only approximately 6.25% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve such proposals if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting. Notwithstanding the foregoing, the Merger is conditioned upon the approval of the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal. Approval of each of the Charter Amendment Proposal and the Charter Approval Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, and approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class. Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal.
Q.
DO ANY OF CHURCHILL’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF CHURCHILL STOCKHOLDERS?
A.
Churchill’s executive officers and directors may have interests in the Merger that may be different from,
 
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or in addition to, the interests of Churchill stockholders generally. The Churchill Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Skillsoft Merger Agreement and in recommending that the Merger be approved by the stockholders of Churchill. See “The Merger — Interests of Churchill’s Directors and Officers in the Merger” beginning on page 258 of this joint proxy statement/prospectus.
Q.
WHAT DO I NEED TO DO NOW?
A.
Churchill urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Merger will affect you as a stockholder and/or warrant holder of Churchill. Stockholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.
Q.
HOW DO I VOTE?
A.
If you are a holder of record of Churchill common stock on the Churchill record date, you may vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting or by submitting a proxy for the Churchill Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you choose to participate in the Churchill Special Meeting, you can vote your shares electronically during the Churchill Special Meeting via live webcast by visiting https:// www.cstproxy.com/ churchillcapitalii/2021. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Churchill Special Meeting. Churchill recommends that you log in at least 15 minutes before the Churchill Special Meeting to ensure you are logged in when the Churchill Special Meeting starts. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Churchill Special Meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.
Q.
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A.
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Churchill or by voting in person (which would include presence at a virtual meeting) at the Churchill Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Churchill Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.
If you are a Churchill stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.
 
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Q.
WHAT IF I ATTEND THE CHURCHILL SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
A.
For purposes of the Churchill Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.
If you are a Churchill stockholder that attends the Churchill Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Merger Proposal, the Charter Amendment Proposal or the Charter Approval Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.
If you are a Churchill stockholder that attends the Churchill Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Merger Issuance Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.
A Churchill stockholder that attends the Churchill Special Meeting and does not vote or returns a proxy with an “abstain” vote will be counted as present for the purpose of determining a quorum.
Q.
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A.
If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Churchill Board with respect to that proposal.
Q.
MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
A.
Yes. Stockholders may send a later-dated, signed proxy card to Churchill’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Churchill Special Meeting or attend the Churchill Special Meeting in person (which would include presence at a virtual meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Churchill’s transfer agent, which must be received prior to the vote at the Churchill Special Meeting.
Q.
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE CHURCHILL SPECIAL MEETING?
A.
If you fail to take any action with respect to the Churchill Special Meeting and the Merger is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to vote at the Churchill Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Churchill Special Meeting and the Merger is not approved, you will continue to be a stockholder and/or warrant holder of Churchill.
Q.
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A.
Stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Churchill shares.
Q.
WHO CAN HELP ANSWER MY QUESTIONS?
A.
If you have questions about the Merger or if you need additional copies of the joint proxy statement/prospectus or the enclosed proxy card you should contact:
 
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[MISSING IMAGE: lg_mackenziepart-bw.jpg]
1407 Broadway — 27th Floor
New York, New York 10018
Call Toll Free: (800) 322-2885
Banks and Brokers Call: (212) 929-5500
Email: proxy @mackenziepartners.com
You may also obtain additional information about Churchill from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to Churchill’s transfer agent at the address below prior to the vote at the Churchill Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000
 
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QUESTIONS AND ANSWERS ABOUT SKILLSOFT’S EXTRAORDINARY GENERAL MEETING
Q.
WHEN AND WHERE IS THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?
A.
The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021. Skillsoft shareholders may be represented at (using a Skillsoft designated proxyholder), vote at, and examine the list of Skillsoft shareholders entitled to vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the COVID-19 pandemic (as further defined below), you will not be able to attend the Skillsoft Extraordinary General Meeting physically.
The Skillsoft Board shall inform the Company’s shareholders of the applicable COVID-19 restrictions and the formalities of the Skillsoft Extraordinary General Meeting, in particular whether a physical or virtual meeting shall be held, by means of a notice published in the Recueil electronique des Sociétés et Associations and in one newspaper published in Luxembourg at least fifteen days prior to the Skillsoft Extraordinary General Meeting, such convening formalities being expressly provided for under the Luxembourg Companies’ Law.
Q.
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A.
The shareholders of Skillsoft are being asked to vote on the following:
1.
A proposal to consider and approve the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger.
2.
A proposal to consider and approve, on a precatory basis to the extent permitted by applicable law, an amendment and restatement of Churchill’s certificate of incorporation in the form attached to the Skillsoft Merger Agreement as Exhibit I.
Q.
DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED MERGER?
A.
No. Neither Luxembourg law nor Skillsoft’s articles of association provide for appraisal rights of dissenting shareholders in the Merger.
Q.
WHAT CONSTITUTES A QUORUM AT THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?
A.
Skillsoft’s articles of association require a quorum of at least a majority of the issued and outstanding Skillsoft Shares be present or represented at the Skillsoft Extraordinary General Meeting.
Q.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?
A.
The affirmative vote of at least two-thirds of the value of the outstanding Skillsoft Shares is required to adopt each of the items of the agenda of the Skillsoft Extraordinary General Meeting, including the approval of the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger and the Skillsoft Charter Amendment Proposal.
Q.
WHAT DO I NEED TO DO NOW?
A.
Skillsoft urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Merger will affect you as a shareholder of Skillsoft. Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed Proxy and Voting Form. As described further below in the section entitled “Skillsoft Extraordinary General Meeting of Shareholders”, the Supporting Skillsoft Shareholders (as defined herein) have agreed to send a drag-along notice to all other Skillsoft shareholders pursuant to the Skillsoft Shareholders’ Agreement following the time that the registration statement becomes effective, unless such requirement is waived by Churchill.
Q.
HOW DO I VOTE?
A.
If you are a registered shareholder of Skillsoft Class A Shares or Skillsoft Class B Shares on the date of the Skillsoft Extraordinary General Meeting, you may vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, in order
 
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to prevent large gatherings due to the COVID-19 crisis and pursuant to the Luxembourg law of 23 September 2020 extending the measures regarding the meetings held by companies and other legal entities, as amended (the “September 2020 Law”), you will not be able to attend the Skillsoft Extraordinary General Meeting in person. In order to exercise your right to vote as shareholder of Skillsoft, you may (i) appoint a proxy holder designated by the Company pursuant to the September 2020 Law to represent you at the Skillsoft Extraordinary General Meeting, by executing and returning to the registered office of the Company the power of attorney attached as Schedule 1 to the Convening Notice (the “Proxy”) or (ii) cast your vote in writing ahead of the Skillsoft Extraordinary General Meeting by completing, executing and returning to the registered office of Skillsoft by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) the correspondence voting form attached as Schedule 2 to the Convening Notice (the “Voting Form”), in any case, along with the passport copy and proof of authority of the signatory and so as to be received by the Company no later than twenty-four (24) hours before the Skillsoft Extraordinary General Meeting.
Q.
WHAT IF I ATTEND (BY PROXY) THE SKILLSOFT EXTRAORDINARY GENERAL MEETING AND ABSTAIN OR DO NOT VOTE?
A.
For purposes of the Skillsoft Extraordinary General Meeting, an abstention occurs when a shareholder returns a Proxy or Voting Form with an “abstain” vote.
A Skillsoft shareholder that returns a Proxy or Voting Form with an “abstain” vote will be counted as present for the purpose of determining a quorum if the Proxy or Voting Form is submitted to Skillsoft less than 24 hours prior to the Skillsoft Extraordinary General Meeting.
Q.
WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING FORM WITHOUT INDICATING HOW TO VOTE?
A.
If you sign and return your Voting Form without indicating how to vote on any particular proposal, such Voting Form will be considered as void for such proposal and the Skillsoft Shares represented by your Voting Form will not be voted with respect to that proposal.
If you sign and return your Proxy without indicating how to vote on any particular proposal, the person designated by Skillsoft will not be able to vote on your behalf on such proposal at the Skillsoft Extraordinary General Meeting.
Q.
MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY OR VOTING FORM?
A.
Yes, subject to applicable contractual obligations under the Support Agreements and the Skillsoft Shareholders’ Agreement. Shareholders may send a later-dated, signed Voting Form to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) so that it is received at least twenty-four (24) hours prior to the Skillsoft Extraordinary General Meeting. Shareholders also may revoke their Proxy by sending a notice of revocation to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)), which must be received prior to the vote at the Skillsoft Extraordinary General Meeting.
Q.
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?
A.
If you fail to take any action with respect to the Skillsoft Extraordinary General Meeting and the Merger is approved by shareholders and consummated, you will become a shareholder of the Post-Combination Company. If you fail to take any action with respect to the Skillsoft Extraordinary General Meeting and the Merger is not approved, you will continue to be a shareholder of Skillsoft.
 
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Q.
HOW WILL I RECEIVE THE MERGER CONSIDERATION TO WHICH I AM ENTITLED?
A.
No more than ten (10) days after the mailing of this joint proxy statement/prospectus, Skillsoft shareholders will receive a letter of transmittal and written instructions for surrendering their book-entry shares from the exchange agent. Each Skillsoft shareholder will be required to deliver to the exchange agent customary evidence of ownership of its shares as determined by the exchange agent as set forth in the letter of transmittal. After receiving the proper documentation from you, following the effective time of the Merger, the exchange agent will deliver to you the merger consideration to which you are entitled. See the section entitled “The Merger — Exchange Procedures” beginning on page 231.
Q.
WHO CAN HELP ANSWER MY QUESTIONS?
A.
If you have questions about the Merger or if you need additional copies of the proxy statement/prospectus you should contact the Company by e-mail at secretariat@exeq-partners.lu.
You may also obtain additional information about Skillsoft from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you have questions regarding the certification of your position or delivery of your shares, please contact the Company by e-mail at secretariat@exeq-partners.lu.
 
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SUMMARY
This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Merger and the Skillsoft Merger Agreement (pages 231 and 264)
The terms and conditions of the Merger are contained in the Skillsoft Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus. We encourage you to read the Skillsoft Merger Agreement carefully, as it is the legal document that governs the Merger.
If the Skillsoft Merger Agreement is approved and adopted and the Merger is subsequently completed, Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill.
Skillsoft Merger Consideration (page 264)
Cancellation of Skillsoft Class A Shares and Skillsoft Class B Shares. At the effective time of the Merger, (i) each outstanding Skillsoft Class A Share (other than shares owned by Churchill, which will automatically be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor) will be automatically cancelled and Churchill will issue as consideration therefor (A) 6.25 shares of Churchill Class A common stock and (B) one share of Churchill Class C common stock and (ii) each outstanding Skillsoft Class B Share will be automatically cancelled and Churchill will issue as consideration therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result (which will instead be paid out in cash in accordance with the Skillsoft Merger Agreement; such payment in cash will not represent separately bargained-for consideration, and will not exceed ten percent (10%) of the nominal value of the shares issued by Churchill in the context of the Merger in accordance with Article 1020-3 of the Luxembourg Companies’ Law). Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to former holders of Skillsoft Class A Shares in connection with the Merger will be redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in Incremental Loans under the Existing Second Out Credit Agreement.
Fractional Shares. No fractional shares of Churchill Class A common stock will be issued. In lieu of the issuance of any such fractional shares, Churchill has agreed to pay to each former holder of Skillsoft Class A Shares and Skillsoft Class B Shares who otherwise would be entitled to receive such fractional share an amount in cash, without interest, rounded down to the nearest cent, after deducting any required withholding taxes, equal to the product of (i) the amount of the fractional share interest in a share of Churchill Class A common stock to which such holder otherwise would have been entitled multiplied by (ii) an amount equal to the VWAP of shares of Churchill Class A common stock for the 20 trading days prior to the date that is three business days prior to the closing.
Recommendation of the Churchill Board of Directors (page 253)
The Churchill board of directors has unanimously determined that the Merger, on the terms and conditions set forth in the Skillsoft Merger Agreement, is advisable and in the best interests of Churchill and its stockholders and has directed that the proposals set forth in this joint proxy statement/prospectus be submitted to its stockholders for approval at the Churchill Special Meeting on the date and at the time and place set forth in this joint proxy statement/prospectus. The Churchill board of directors unanimously recommends that Churchill’s stockholders vote “FOR” the Merger Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposal, “FOR” the election of each of the seven director nominees in the Director Election Proposal, “FOR” the Prosus PIPE Issuance Proposal, “FOR” the SuRo PIPE Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented.
 
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Recommendation of the Skillsoft Board of Directors (page 249)
The Skillsoft board of directors has unanimously determined that the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger, on the terms and conditions set forth in the Skillsoft Merger Agreement, are to the advantage and in the benefit and corporate interest of Skillsoft and its shareholders and has directed that the proposals set forth in this joint proxy statement/prospectus be submitted to its shareholders for approval at the Skillsoft Extraordinary General Meeting on the date and at the time set forth in this joint proxy statement/prospectus. The Skillsoft board of directors unanimously recommends that Skillsoft’s shareholders vote “FOR” the approval of the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger and “FOR” the Skillsoft Charter Amendment Proposal.
Churchill Special Meeting of Stockholders (page 96)
The Special Meeting of stockholders of Churchill will be held at 11:00 a.m., eastern time, on June 10, 2021, in virtual format, to consider and vote upon the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan Proposal or we determine that one or more of the closing conditions under the Skillsoft Merger Agreement is not satisfied or waived.
Stockholders will be entitled to vote or direct votes to be cast at the Churchill Special Meeting if they owned shares of Churchill common stock at the close of business on April 28, 2021, which is the record date for the Churchill Special Meeting. Stockholders will have one vote for each share of Churchill common stock owned at the close of business on the record date for the Churchill Special Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Churchill warrants do not have voting rights. On the record date, there were 86,250,000 shares of Churchill common stock outstanding, of which 69,000,000 were Public Shares and 17,250,000 were Founder Shares held by the Sponsor.
A quorum of Churchill stockholders is necessary to hold a valid meeting. A quorum will be present at the Churchill Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Sponsor owns of record and is entitled to vote 20% of the outstanding shares of Churchill common stock. Such shares, as well as any shares of Churchill common stock acquired in the aftermarket by the Sponsor and Churchill’s directors and officers, will be voted in favor of the proposals presented at the Churchill Special Meeting. The proposals presented at the Churchill Special Meeting will require the following votes:

The approval of each of the Merger Issuance Proposal, the Governance Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting.

The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock on the record date, voting together as a single class.

The approval of the Charter Amendment Proposal and the Charter Approval Proposal will require the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock on the record date, voting together as a single class.

With respect to the Director Election Proposal, directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or
 
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represented by proxy at the Churchill Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors.
Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal. With respect to the Merger Issuance Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, abstentions from voting and broker non-votes will have no effect on such proposals. Please note that holders of the Public Shares can exercise their redemption rights whether they vote their Public Shares for or against, or whether they abstain from voting on, the Merger Proposal or any other proposal described in this joint proxy statement/prospectus.
Consummation of the Merger is conditioned on approval of each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. If any of these proposals is not approved, the other proposals will not be presented to the stockholders for a vote. If the Adjournment Proposal is approved, the Churchill Special Meeting will be adjourned to a later date or dates to permit further solicitation and vote of proxies.
Skillsoft Extraordinary General Meeting (page 123)
The Skillsoft Extraordinary General Meeting will be held at 10:00 a.m. Central European Time, on June 10, 2021, in virtual format, (a) to acknowledge (i) the Skillsoft Merger Proposal, (ii) the detailed written report of the board of directors of Skillsoft and the detailed written report of the board of directors of the Acquiring Company, (iii) the common independent expert’s report prepared by PKF Audit & Conseil as independent auditor (réviseur d’entreprises), (iv) that all the documents required by article 1021-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, have been deposited at Skillsoft’s registered office or on its website for due inspection by the shareholders at least one month before the date of the general meeting of shareholders of Skillsoft resolving on the Skillsoft Merger Proposal and (v) the effective date of the Merger and the date from which the operations of Skillsoft will be treated as having been carried out on behalf of Churchill from an accounting point of view, (b) to consider and approve the Skillsoft Merger Proposal, the Skillsoft Merger Agreement, the Merger, and the Skillsoft Charter Amendment Proposal and (c) to delegate powers to Skillsoft’s board of directors to confirm the satisfaction of the condition precedents to the Merger.
Each Skillsoft Class A Share and Skillsoft Class B Share entitles the holder thereof to one vote on each matter submitted to a vote at the Skillsoft Extraordinary General Meeting. Shareholders will be entitled to vote if they are shareholders of record of Skillsoft Shares on the date of the Skillsoft Extraordinary General Meeting. As of May 20, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, Skillsoft had 4,000,000 Skillsoft Class A Shares and Skillsoft Class B Shares, in the aggregate, issued and outstanding and entitled to vote. Those persons who are holders of Skillsoft Shares or who otherwise have such meeting rights with respect to Skillsoft Shares on June 10, 2021 and who are registered as such in the Register may vote at the Skillsoft Extraordinary General Meeting by means of a voting form, or authorize a third party designated by Skillsoft to attend and, if relevant, vote at the meeting on their behalf through the use of a proxy.
Resolutions by the Skillsoft Extraordinary General Meeting must be adopted by at least two-thirds of the value of the outstanding Skillsoft Shares, unless another standard of votes and/or a quorum is required by virtue of applicable law or our articles of association. Skillsoft’s articles of association require a quorum of at least a majority of the issued and outstanding Skillsoft Shares be present or represented at the Skillsoft Extraordinary General Meeting. In case the quorum is not met in the Skillsoft Extraordinary General Meeting, the Skillsoft shareholders may be convened a second time, provided that a quorum of at least a majority of the issued and outstanding Skillsoft Shares shall be required at any such second meeting. The affirmative vote of at least two-thirds of the value of the outstanding Skillsoft Shares is required to adopt resolutions on the agenda items listed in this joint proxy statement/prospectus for resolution at the Skillsoft Extraordinary General Meeting.
 
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Churchill’s Directors and Executive Officers Have Financial Interests in the Merger (page 258)
Churchill’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Churchill’s stockholders. The members of the Churchill board of directors were aware of and considered these interests, among other matters, when they approved the Skillsoft Merger Agreement and recommended that Churchill stockholders approve the proposals required to effect the Merger.
Skillsoft’s Directors and Executive Officers Have Financial Interests in the Merger (page 259)
Skillsoft’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Skillsoft’s shareholders. The members of the Skillsoft board of directors were aware of and considered these interests, among other matters, when they approved the Skillsoft Merger Agreement and recommended that Skillsoft shareholders approve the proposals required to effect the Merger.
Regulatory Approvals Required for the Merger (page 261)
Completion of the Merger is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Churchill has agreed to take any and all steps to make all required filings and promptly obtain all required regulatory approvals and Churchill and Skillsoft have agreed to request early termination of any waiting period under the HSR Act. Churchill received notice of early termination of the waiting period under the HSR Act on November 10, 2020.
Material U.S. Federal Income Tax Consequences (page 290)
The tax consequences of the transactions to each Skillsoft shareholder may depend on such holder’s particular facts and circumstances. Skillsoft shareholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances.
Material Income Tax Consequences in the Grand Duchy of Luxembourg (page 297)
The tax consequences of the transactions to each Skillsoft shareholder may depend on such holder’s particular facts and circumstances. Skillsoft shareholders are urged to consult their tax advisors to understand fully the consequences to them of the transactions in their specific circumstances.
Appraisal Rights (page 321)
Holders of Skillsoft Class A Shares and Skillsoft Class B Shares are not entitled to appraisal rights in connection with the Merger under Luxembourg law.
Holders of Churchill common stock are not entitled to appraisal rights in connection with the Merger under Delaware law.
Conditions to the Merger (page 276)
Conditions to Each Party’s Obligations
The respective obligations of each of Skillsoft and Churchill to complete the Merger are subject to the satisfaction of the following conditions:

the applicable waiting period(s) under the HSR Act in respect of the transactions contemplated by the Skillsoft Merger Agreement shall have expired or been terminated, and all other government approvals specified in the Skillsoft Merger Agreement shall have been obtained or, if applicable, shall have expired, shall have been waived or shall have been terminated;

there shall not be any governmental order prohibiting the consummation of the transactions contemplated by the Skillsoft Merger Agreement;

Churchill shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after the redemption offer is completed;
 
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the registration statement of which this joint proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the registration statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

the approval by Churchill stockholders of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal shall have been obtained;

the approval by Skillsoft shareholders of the Joint Merger Proposal, the Merger and the other transactions contemplated by the Skillsoft Merger Agreement shall have been obtained;

the Churchill Class A common stock to be issued in connection with the Merger and the PIPE Investments shall have been approved for listing on the NYSE, subject only to official notice thereof;

the redemption offer in relation to the Public Shares shall have been completed in accordance with the terms of the Skillsoft Merger Agreement and this joint proxy statement/prospectus;

the Luxembourg Auditor shall have delivered the Auditor Report; and

the Available Cash shall equal or exceed $644,000,000.
Conditions to Obligations of Churchill
The obligation of Churchill to complete the Merger is also subject to the satisfaction, or waiver by Churchill, of the following conditions:

the accuracy of the representations and warranties of Skillsoft as of the date of the Skillsoft Merger Agreement and as of the closing date of the Merger, other than, in most cases, those failures to be true and correct that would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on Skillsoft;

each of the covenants of Skillsoft required to be complied with on or before the closing shall have been complied with in all material respects;

the receipt of a certificate signed by an authorized officer of Skillsoft certifying that Skillsoft’s preceding conditions with respect to its representations and warranties have been satisfied;

the absence of an “Event of Default” under Skillsoft’s Existing Credit Agreements (as defined in the Skillsoft Merger Agreement); and

the absence of a material adverse effect with respect to Skillsoft.
Conditions to Obligations of Skillsoft
The obligation of Skillsoft to complete the Merger is also subject to the satisfaction or waiver by Skillsoft of the following conditions:

the accuracy of the representations and warranties of Churchill as of the date of the Skillsoft Merger Agreement and as of the closing date of the Merger, other than, in most cases, those failures to be true and correct that would not reasonably be expected to materially impair or delay Churchill’s ability to consummate the transactions contemplated by the Skillsoft Merger Agreement or otherwise perform its obligations under the Buyer Transaction Agreements (as defined in the Skillsoft Merger Agreement);

each of the covenants of Churchill required to be complied with on or before the closing shall have been complied with in all material respects;

the receipt of a certificate signed by an authorized officer of Churchill certifying that Churchill’s preceding conditions with respect to its representations and warranties have been satisfied; and

the Sponsor Agreement has not been amended or modified without Skillsoft’s prior written consent from the date of the Skillsoft Merger Agreement until the closing.
 
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No Solicitation (page 270)
Except as expressly permitted by the provisions of the Skillsoft Merger Agreement (the “no solicitation provisions”), from the date of the Skillsoft Merger Agreement to the closing date or, if earlier, the valid termination of the Skillsoft Merger Agreement in accordance with its terms, Skillsoft has agreed not to, and shall not authorize or permit any of its affiliates or representatives to, directly or indirectly:

make or negotiate any offer or proposal involving any third party to (A) issue, sell or otherwise transfer any interest in Skillsoft or any of its subsidiaries or all or any material portion of its or their assets, or (B) enter into any definitive agreement with respect to, or otherwise effect, any Other Sale (as defined in the Amended and Restated Articles of Incorporation of the Company, filed on August 27, 2020) other than with Churchill or any of its affiliates, recapitalization, refinancing, merger or other similar transaction involving Skillsoft or its subsidiaries (any of the foregoing, an “alternative proposal”);

solicit any inquiries or proposals regarding any alternative proposal;

initiate any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an alternative proposal; or

enter into any agreement with respect to any alternative proposal made by any third party;
provided, that the foregoing shall not restrict Skillsoft or its affiliates or representatives from disclosing to its shareholders any unsolicited proposal received in connection with any alternative proposal to the extent required by their obligations under applicable law. Skillsoft shall, and shall cause its affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Skillsoft Merger Agreement with respect to, or which is reasonably likely to give rise to or result in, an alternative proposal.
Through the closing date or earlier valid termination of the Skillsoft Merger Agreement, Churchill has agreed not take, nor permit any of its subsidiaries or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person or entity (other than Skillsoft, its subsidiaries and/or any of their affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to (x) any initial business combination or (y) any other business combination that would reasonably be expected to (i) adversely impact the ability of either party to consummate the transactions contemplated by the Skillsoft Merger Agreement, (ii) materially delay the consummation of the transactions contemplated by the Skillsoft Merger Agreement (it being understood that any delay of greater than 10 business days shall be deemed to be material) or (iii) violate or otherwise breach the covenant described under “The Skillsoft Merger Agreement — Covenants and Agreements — Conduct of Businesses Prior to the Completion of the Merger”, in each case other than with Skillsoft, its subsidiaries and their respective affiliates and representatives (each, a “business combination proposal”).
Churchill has agreed to provide Skillsoft with written notice at least two business days prior to its or any of its subsidiaries’ entry into any definitive agreement with respect to any business combination permitted by the Skillsoft Merger Agreement, which notice shall put forth the material terms of the transaction and identify the third-parties party thereto.
Churchill has agreed to, and to cause its subsidiaries and representatives to, immediately cease any and all existing discussions or negotiations with any person or entity conducted prior to the date of the Skillsoft Merger Agreement with respect to, or which is reasonably likely to give rise to or result in, business combination proposal. Notwithstanding anything to the contrary, the foregoing shall not restrict Churchill’s affiliates (including the Sponsor) that are not subsidiaries of Churchill in any way with respect to pursuit of a business combination or a business combination proposal for such affiliates’ other investment vehicles other than Churchill or its subsidiaries.
 
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Termination (page 277)
The Skillsoft Merger Agreement may be terminated under certain circumstances at any time prior to the effective time of the Merger, whether before or after adoption of the Skillsoft Merger Agreement by Skillsoft’s shareholders or approval of the proposals required to effect the Merger by Churchill’s stockholders.
Mutual termination rights
The Skillsoft Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

by mutual written consent of Skillsoft and Churchill;

by written notice from either Skillsoft or Churchill to the other if the approval of Churchill stockholders to the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal are not obtained at the Churchill Special Meeting (subject to any adjournment or recess of the Churchill Special Meeting);

by written notice from either Skillsoft or Churchill to the other if the closing shall not have occurred by the termination date; provided, that if the closing shall not have occurred on or before the termination date due to a material breach of any representations, warranties or covenants contained in the Skillsoft Merger Agreement by Churchill or Skillsoft, then the party that failed to fulfill such obligations or breached the Skillsoft Merger Agreement may not terminate the Skillsoft Merger Agreement pursuant to this clause; or

by written notice from either Skillsoft or Churchill to the other if any government authority shall have issued a final, non-appealable order that permanently enjoins the consummation of the Merger; provided, that the right to terminate the Skillsoft Merger Agreement under this clause shall not be available to a party whose action or failure to fulfill any obligation under the Skillsoft Merger Agreement has been the cause of, or has resulted in, the issuance of such order or other action.
Skillsoft termination rights
The Skillsoft Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

prior to the closing, by written notice to Churchill from Skillsoft if there is any breach of any representation, warranty, covenant or agreement on the part of Churchill set forth in the Skillsoft Merger Agreement, such that any condition described under the heading “The Skillsoft Merger Agreement — Conditions to the Merger; Conditions to Obligations of Skillsoft” would not be satisfied (a “terminating Churchill breach”), Skillsoft does not waive such breach and such terminating Churchill breach (i) is curable by Churchill and is not cured by Churchill prior to the earlier to occur of (A) twenty (20) business days after receipt by Churchill of Skillsoft’s notice of its intent to terminate and (B) the termination date or (ii) is incapable of being cured prior to the termination date; provided, that the right to terminate under this paragraph shall not be available if Skillsoft is in material breach of its obligations under the Skillsoft Merger Agreement on such date; or

by written notice to Churchill from Skillsoft, if the Churchill board of directors shall have made, prior to the Churchill Special Meeting, a Churchill Change in Recommendation.
Churchill termination rights
The Skillsoft Merger Agreement may be terminated and the transactions contemplated thereby abandoned:

by written notice to Skillsoft if the approval of Skillsoft shareholders to the Skillsoft Merger Proposal is not obtained at the Skillsoft Extraordinary General Meeting (subject to any adjournment or recess of the Skillsoft Extraordinary General Meeting); or

by written notice to Skillsoft from Churchill if there is any breach of any representation, warranty, covenant or agreement on the part of Churchill set forth in the Skillsoft Merger Agreement, such that
 
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any condition described under the heading “The Skillsoft Merger Agreement — Conditions to the Merger; Conditions to Obligations of Churchill” would not be satisfied (a “terminating Skillsoft breach”), Churchill does not waive such breach and such terminating Skillsoft breach (i) is curable by Skillsoft and is not cured by Skillsoft prior to the earlier to occur of (A) twenty (20) business days after receipt by Churchill of Skillsoft’s notice of its intent to terminate and (B) the termination date or (ii) is incapable of being cured prior to the termination date; provided, that the right to terminate under this paragraph shall not be available if Churchill is in material breach of its obligations under the Skillsoft Merger Agreement on such date.
See “The Skillsoft Merger Agreement — Termination” beginning on page 260.
The foregoing description of the Skillsoft Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.
Other Agreements (page 280)
Sponsor Agreement
Pursuant to the terms of a Sponsor Agreement entered into among Churchill, the Sponsor and Churchill’s directors and officers, the Sponsor and Churchill’s directors and officers have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after the Churchill IPO in favor of an initial business combination and each of the other related proposals presented at the Churchill Special Meeting. The Sponsor, Churchill’s directors and officers and their permitted transferees own at least 20% of Churchill’s outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the Churchill Special Meeting and the Sponsor Agreement may make it more likely that Churchill will consummate the Merger. In addition, pursuant to the terms of the Sponsor Agreement, the Sponsor and Churchill’s directors and officers have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a business combination. See “Other Agreements — Sponsor Agreement”.
The foregoing description of the Sponsor Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Skillsoft Support Agreements
In connection with the execution of the Skillsoft Merger Agreement, Churchill and Skillsoft entered into a support agreement (each, a “Support Agreement” and collectively, the “Support Agreements”) with certain of Skillsoft’s shareholders (collectively, the “Supporting Skillsoft Shareholders” and each, a “Supporting Skillsoft Shareholder”) that collectively hold Skillsoft Class A Shares and Skillsoft Class B Shares representing approximately 61% of the aggregate voting power of the outstanding Skillsoft Class A Shares and Skillsoft Class B Shares. Each Support Agreement provides, among other things, that each Supporting Skillsoft Shareholder will vote all of such Supporting Skillsoft Shareholders’ then-outstanding shares of Skillsoft in favor of the Merger and any other proposal reasonably necessary under applicable law to effect the Merger at the Skillsoft Extraordinary General Meeting. In addition, the Support Agreements (i) require each Supporting Skillsoft Shareholder, unless waived by Churchill, to exercise their drag-along rights pursuant to Skillsoft’s Shareholders’ Agreement (as defined in the Support Agreements) as promptly as practicable following the time that the registration statement becomes effective to require other shareholders of Skillsoft to take all actions in connection with consummating the Merger as Skillsoft may reasonably request, including voting in favor of Skillsoft’s adoption of the Skillsoft Merger Agreement and (ii) prohibit the Supporting Skillsoft Shareholders from engaging in activities that have the effect of soliciting a competing alternative proposal. Churchill has provided a limited waiver of the requirement to exercise drag-along rights in connection with the Skillsoft Extraordinary General Meeting scheduled for June 10, 2021 in order to allow Skillsoft to hold its meeting inside of the twenty days required by the drag provisions in the Skillsoft Shareholders’ Agreement. Approximately 61% of the aggregate voting power of the outstanding Skillsoft Class A Shares and Skillsoft Class B Shares, which includes Skillsoft’s largest shareholders, have
 
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committed to vote in favor of the Merger and any other proposal reasonably necessary under applicable law to effect the Merger pursuant to the Support Agreement. In lieu of exercising the drag-along rights in respect of the Skillsoft Extraordinary General Meeting scheduled for June 10, 2021, Skillsoft intends to seek irrevocable support from additional institutional shareholders prior to the Skillsoft Extraordinary General Meeting scheduled for June 10, 2021 to assure a successful vote at such meeting. See “Other Agreements — Skillsoft Support Agreements”.
The foregoing description of the Support Agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreements, a form of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Subscription Agreements
Prosus Agreements
On October 12, 2020, in connection with the execution of the Skillsoft Merger Agreement, MIH Edtech Investments B.V. (formerly known as MIH Ventures B.V.) (“MIH Edtech Investments”), entered into a subscription agreement (the “Prosus Subscription Agreement”) with Churchill and the Sponsor, and on February 16, 2021 MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Prosus Subscription Agreement to MIH Learning B.V. (“Prosus”) and Prosus accepted such assignments. Pursuant to the Prosus Subscription Agreement, Prosus subscribed for 10,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share, to be issued at the closing (the “First Step Prosus Investment”), and Churchill granted Prosus a 30-day option (the “Option”) to subscribe for up to the lesser of (i) an additional 40,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share or (ii) such additional number of shares that would result in Prosus beneficially owning shares of Class A common stock representing 35% of the issued and outstanding shares of Churchill Class A common stock on a fully-diluted and as-converted basis (excluding any warrants issued to Prosus pursuant to the Prosus Subscription Agreement) immediately following the consummation of the Merger (the “Prosus Maximum Ownership Amount”) (the “Second Step Prosus Investment” and together with the First Step Prosus Investment, the “Prosus PIPE Investment”). On November 10, 2020, Prosus exercised the Option to subscribe for an additional 40,000,000 shares of Churchill Class A common stock in the Second Step Prosus Investment (or such number of shares as may be reduced pursuant to the Prosus Subscription Agreement). Churchill and Prosus also agreed that following the consummation of the Merger, to the extent that following the Prosus Second Step Investment, Prosus beneficially owns less than the Prosus Maximum Ownership Amount, Prosus will have the concurrent right to purchase a number of additional shares of Churchill Class A common stock, at $10.00 per share, that would result in Prosus maintaining beneficial ownership of at least, but no more than, the Prosus Maximum Ownership Amount (the “Prosus Top-Up Right”). The level of redemptions will have a potentially inverse impact on the number of shares of Churchill Class A common stock that Prosus can subscribe for and purchase in the Second Step Prosus Investment, and if applicable, the Prosus Top-Up Right, as the amount of shares of Churchill Class A common stock to be issued to Prosus in the Second Step Prosus Investment or Prosus Top-Up Right, if applicable, is limited to the number of shares of Churchill Class A common stock that would result in Prosus beneficially owning the Prosus Maximum Ownership Amount, which is calculated immediately following the consummation of the Merger and therefore gives effect to any shares issued in connection with the Merger as well as any redemptions. See “Summary — Ownership of the Post- Combination Company.”
Pursuant to the Prosus Subscription Agreement, in connection with Prosus’s exercise of the Option and following consummation of the Prosus PIPE Investment, Prosus will have the right to nominate a number of directors to Churchill’s Board in proportion to its beneficial ownership of the Churchill Class A common stock; provided that, if (i) Prosus’s ownership percentage of the aggregate outstanding shares of Churchill Class A common stock is at least 20%, Prosus will have the right to designate or nominate no less than two designees to Churchill’s Board; (ii) Prosus’s ownership percentage of the aggregate outstanding shares of Churchill Class A common stock is at least 10%, Prosus will have the right to designate or nominate no less than one designee to Churchill’s Board; and (iii) Prosus’s ownership percentage of the aggregate outstanding shares of Churchill Class A common stock is less than 5%, Prosus will not have any director nomination right.
 
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In connection with the execution of the Prosus Subscription Agreement, MIH Edtech Investments entered into a strategic support agreement (the “Strategic Support Agreement”) with Churchill, and on February 16, 2021, MIH Edtech Investments assigned all of its rights, title and interest in and to, and obligations under, the Strategic Support Agreement to Prosus and Prosus accepted such assignments. Pursuant to the Strategic Support Agreement, Prosus agreed to provide certain business development and investor relations support services in the event it exercises the Option and beneficially owns at least 20% of the outstanding Churchill Class A common stock following closing of the Prosus PIPE Investment on a fully-diluted and as-converted basis. If Prosus exercises the Option and consummates the Prosus PIPE Investment, it will also nominate an individual to serve as the chairman of Churchill’s Board, subject to customary approval by Churchill’s nominating and corporate governance committee.
Pursuant to the Prosus Subscription Agreement, in connection with Prosus’s exercise of the Option and concurrently with the consummation of the Second Step Prosus Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill Class A common stock equal to one-third of the number of shares of Churchill Class A common stock purchased in the Prosus PIPE Investment (the “Prosus Warrants”). The Prosus Warrants will have terms substantively identical to those included in the units offered in the Churchill IPO.
The issuance of the shares of Churchill Class A common stock pursuant to the Prosus Subscription Agreement is subject to approval by Churchill’s stockholders. The obligations to consummate the Prosus PIPE Investment are conditioned upon, among other things, customary closing conditions, expiration or termination of the waiting period under the HSR Act, satisfaction of the closing conditions under the Skillsoft Merger Agreement, the consummation of the Merger and, with respect to the Second Step Prosus Investment, (i) a written notification issued by the Committee on Foreign Investment in the United States (“CFIUS”) that it has determined that the Prosus PIPE Investment is not a “covered transaction” and not subject to review by CFIUS under applicable law, (ii) a written notification issued by CFIUS that it has concluded all action under Section 721 of the Defense Production Act of 1950 (codified at 50 U.S.C. § 4565) and all rules and regulations promulgated thereunder, including those codified at 31 C.F.R. Parts 800 and 801 (the “DPA”) and determined that there are no unresolved national security concerns with respect to the Prosus PIPE Investment or (iii) if CFIUS has sent a report to the President of the United States (the “President”) requesting the President’s decision and either (a) the President shall have notified the parties hereto of his determination not to use his powers pursuant to the DPA to suspend or prohibit the consummation of the Subscription or (B) the fifteen (15) days allotted for presidential action under the DPA shall have passed without any determination by the President. Prosus received notice of early termination of the waiting period under the HSR Act in respect of the Prosus PIPE Investment on December 15, 2020. On May 3, 2021, Prosus received notice from CFIUS that it has concluded all action under Section 721 of the DPA and determined that there are no unresolved national security concerns with respect to the Prosus PIPE Investment. The consummation of the Prosus PIPE Investment is not a condition to the closing of the Merger.
SuRo Subscription Agreement
On October 14, 2020, in connection with the execution of the Skillsoft Merger Agreement, Churchill entered into a subscription agreement with SuRo Capital Corp. (“SuRo”) pursuant to which SuRo subscribed for 1,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share (the “SuRo PIPE Investment”), to be issued at the closing of the Merger (the “SuRo Subscription Agreement”). Mark Klein, a Churchill director and brother of Michael Klein, manages and has an ownership interest in SuRo. The issuance of the shares of Churchill Class A common stock pursuant to the SuRo Subscription Agreement is subject to approval by Churchill’s stockholders because the number of shares of Class A common stock issuable pursuant to the SuRo Subscription Agreement, together with the shares of Class A common stock issuable pursuant to the Prosus Subscription Agreement, represents greater than 20% of the number of shares of common stock outstanding before such issuance and may result in a change of control of Churchill. The obligations to consummate the transactions contemplated by the SuRo Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the Merger.
See “Other Agreements — Subscription Agreements”.
 
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The foregoing descriptions of the Subscription Agreements and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreements, copies of which are filed as exhibits to the registration statement of which this joint proxy statement/prospectus forms a part.
Stockholders Agreement
In connection with the execution of the Skillsoft Merger Agreement, Churchill entered into a Stockholders Agreement (the “Stockholders Agreement”) with the Sponsor and Michael Klein. Pursuant to the Stockholders Agreement, the Sponsor has the right to nominate two directors to Churchill’s Board following the closing of the Merger (the “Churchill Directors”) so long as it holds 5% of the aggregate outstanding shares of Class A common stock. If the Sponsor’s ownership of the aggregate outstanding shares of Churchill Class A common stock is less than 5% (but is equal to or greater than 1%), the Sponsor will have the right to nominate one Churchill Director; and if the Sponsor’s ownership of the aggregate outstanding shares of Churchill Class A common stock is less than 1%, the Sponsor will not have any director nomination rights. See “Other Agreements — Stockholders Agreement”.
The foregoing description of the Stockholders Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Registration Rights Agreement
In connection with the execution of the Skillsoft Merger Agreement, Churchill, Skillsoft and the Sponsor entered into an amended and restated registration rights agreement (“Registration Rights Agreement”), which will become effective upon the consummation of the Skillsoft Merger. Pursuant to the Registration Rights Agreement, Churchill has agreed to provide to the stockholders holding at least 5% of the registrable securities then outstanding up to four “demand” long-form registrations, an unlimited number of short-form registrations and customary underwritten offering and “piggyback” registration rights with respect to the Churchill Class A common stock and warrants to purchase shares of Churchill Class A common stock, subject to certain conditions. The Registration Rights Agreement also provides that Churchill will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. See “Other Agreements — Registration Rights Agreement”.
Pursuant to the Prosus Subscription Agreement, the SuRo Subscription Agreement and the Lodbrok Subscription Agreement (as defined below), each of Prosus, SuRo and Lodbrok (as defined below) shall enter into a joinder, or otherwise become a party, to the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Lock-up Agreements
In connection with the Merger, all shares of Churchill Class A common stock issued as merger consideration will be subject to a 180-day lock-up period beginning on the closing date of the Merger.
In addition, the Founder Shares are subject to a lock-up until the earlier of (i) one year after the completion of Churchill's initial business combination; and (ii) the date on which Churchill consummates a liquidation, merger, stock exchange, reorganization or other similar transaction after Churchill’s initial business combination that results in all of Churchill’s public stockholders having the right to exchange their shares of Churchill common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of Churchill 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 Churchill's initial business
 
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combination, the Founder Shares will be released from the lock-up. The private placement warrants are subject to a lock-up until 30 days after the completion of Churchill’s initial business combination.
Furthermore, each of Prosus and Lodbrok have agreed to lock-up periods on the Churchill Class A common stock issued to them in connection with their respective subscription agreements beginning on the closing date of the Merger and ending on the same date the Founder Shares are released from their lock-up.
Engagement of the Klein Group
Churchill has engaged the Klein Group, an affiliate of M. Klein and Company, LLC, the Sponsor and Michael Klein, to act as Churchill’s financial advisor in connection with the Merger, the Global Knowledge Merger and the PIPE Investments. Pursuant to this engagement, no fees will be payable upon the closing of the Merger and Churchill will pay the Klein Group an advisory fee of $4.0 million, which shall be earned upon the closing of the Global Knowledge Merger, and 2% of the principal amount raised in connection with the PIPE Investments (excluding any principal amount raised from an affiliate of Churchill). Therefore, the Klein Group and Michael Klein have a financial interest in the completion of the Merger in addition to the financial interest of the Sponsor (with whom they are affiliated). The engagement of the Klein Group and the payment of the advisory fee has been approved by Churchill’s audit committee and the Churchill Board in accordance with Churchill’s related persons transaction policy. Churchill will also provide a customary indemnity to the Klein Group in connection with this engagement.
Transactions Subsequent to the Merger
Global Knowledge Merger Agreement (page 285)
On October 12, 2020, Churchill entered into an Agreement and Plan of Merger (the “Global Knowledge Merger Agreement”) by and among Churchill, Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill (“Merger Sub”), and Albert DE Holdings Inc., a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C. (“Global Knowledge”).
Pursuant to the Global Knowledge Merger Agreement, Merger Sub will merge with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned subsidiary of Churchill (the “Global Knowledge Merger”). At the effective time (the “Global Knowledge Effective Time”) of the Global Knowledge Merger, as consideration for the Global Knowledge Merger, 100% of the issued and outstanding equity interests of Global Knowledge will be converted, in the aggregate, into the right to receive warrants, each of which shall entitle the holders thereof to purchase one share of Churchill Class A common stock at an exercise price of $11.50 per share. The aggregate number of warrants to be received by the equity holders of Global Knowledge as consideration in the Global Knowledge Merger will be 5,000,000. The warrants to be issued to the equity holders of Global Knowledge will be non-redeemable and otherwise substantially similar to the private placement warrants issued to the Sponsor in connection with the Churchill IPO.
The consummation of the proposed Global Knowledge Merger (the “Global Knowledge Closing”) is subject to the consummation of the Merger, among other conditions to closing described herein (see Conditions to Closing below) and contained in the Global Knowledge Merger Agreement. The Merger is not conditioned upon the consummation of the proposed Global Knowledge Merger. Although Churchill stockholders and Skillsoft shareholders are not voting on the Global Knowledge Merger, we provide information in this joint proxy statement/prospectus (including business description, risk factors, management’s discussion and analysis of Global Knowledge, and pro forma information) about Global Knowledge given the qualitative and quantitative impact that the Global Knowledge Merger will have on the Post-Combination Company following the Merger.
Representations and Warranties
The Global Knowledge Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation and authority, (ii) capital structure, (iii) authorization to enter into the Global Knowledge Merger Agreement, (iv) licenses
 
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and permits, (v) taxes, (vi) financial information, (vii) real property, (viii) material contracts, (ix) title to assets, (x) absence of changes, (xi) employee matters, (xii) compliance with laws, (xiii) litigation, (xiv) transactions with affiliates, (xv) regulatory matters and (xvi) intellectual property.
Covenants
The Global Knowledge Merger Agreement includes customary covenants of the parties with respect to operation of the Global Knowledge business prior to the consummation of the Global Knowledge Merger and efforts to satisfy conditions to the consummation of the Global Knowledge Merger. The Global Knowledge Merger Agreement also contains additional covenants of the parties, including, among others, (i) covenants providing for Churchill and Global Knowledge to use reasonable efforts to obtain all necessary regulatory approvals, (ii) covenants providing for Global Knowledge to cooperate with Churchill in the preparation of this joint proxy statement/prospectus required to be filed in connection with the Skillsoft Merger, (iii) covenants providing for Global Knowledge to use reasonable best efforts to provide cooperation or assistance with the consummation of the Existing Debt Restructuring (as defined in the Global Knowledge Merger Agreement) and other transactions contemplated by the Restructuring Support Agreement (as defined in the Global Knowledge Merger Agreement), (iv) covenants providing for Global Knowledge to use reasonable best efforts to consummate the Existing Debt Restructuring (as defined in the Global Knowledge Merger Agreement) prior to the date the Global Knowledge Closing occurs, (v) covenants by Churchill to use reasonable best efforts to comply in all material respects with its obligations under the Skillsoft Merger Agreement subject to the terms and conditions thereof to the extent any noncompliance with such obligations would prevent or delay the closing of the Merger (however, Churchill will not be required to amend or waive a closing condition under the Skillsoft Merger Agreement or otherwise renegotiate the terms of the Skillsoft Merger Agreement in order to satisfy its obligations under the Global Knowledge Merger Agreement) and to keep Global Knowledge reasonably apprised of the status of matters relating to the completion of the Skillsoft Merger, including with respect to the negotiations relating to the satisfaction of the closing conditions in respect thereof and (vi) covenants providing that Churchill will use its reasonable best efforts to obtain financing to the extent necessary to satisfy the Available Closing Date Cash Condition and subject to certain limitations.
Global Knowledge Exclusivity Restrictions
Except as expressly permitted by the Global Knowledge Merger Agreement, from after the date of the Global Knowledge Merger Agreement to the Global Knowledge Effective Time or, if earlier, the valid termination of the Global Knowledge Merger Agreement in accordance with its terms, Global Knowledge has agreed, among other things, not to take, whether directly or indirectly, any action to (i) make or negotiate any offer or proposal involving any third party to issue, sell or otherwise transfer any interest in Global Knowledge or any of its subsidiaries or all or any material portion of its or their assets, or enter into any definitive agreement with respect to, or otherwise effect, any recapitalization, refinancing, merger or other similar transaction involving Global Knowledge or its subsidiaries other than with Churchill or its affiliates, (any of the foregoing hereinafter referred to as a “Global Knowledge Alternative Proposal”), (ii) solicit any inquiries or proposals regarding any Global Knowledge Alternative Proposal, (iii) initiate any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement a Global Knowledge Alternative Proposal, or (iv) enter into any agreement with respect to any Global Knowledge Alternative Proposal made by any third party; provided that prior to the Closing, Global Knowledge and its affiliates or representatives may disclose to Global Knowledge’s shareholders any unsolicited proposal received in connection with any Global Knowledge Alternative Proposal to the extent required by their obligations under applicable laws.
However, Global Knowledge may initiate, respond to and progress discussions in respect of a Global Knowledge Alternative Proposal if (x) (i) either Skillsoft or Churchill notifies the other party that such other party is in breach of the Skillsoft Merger Agreement, which breach has not been cured for 20 days from the date of such breach or otherwise waived by the other party, (ii) the initial date of Churchill’s special stockholder meeting in connection with the Merger is postponed by Churchill by more than 15 days or (iii) the Global Knowledge Closing has not occurred by the date that is six months following the date of the Global Knowledge Merger Agreement and (y) the board of directors of Global Knowledge has determined in good faith, on the basis of advice from legal counsel, that failure to seek a Global Knowledge Alternative
 
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Proposal is inconsistent with the directors’ fiduciary duties under applicable law. Global Knowledge is obligated to keep Churchill reasonably apprised of any inquiries or proposals regarding, or upon entering into, any negotiations in respect of a Global Knowledge Alternative Proposal.
Conditions to Closing
The consummation of the Global Knowledge Merger is subject to customary closing conditions, including, among other things, (i) the consummation of the Skillsoft Merger, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any governmental order, prohibiting the consummation of the Transactions (as defined in the Global Knowledge Merger Agreement), (iv) Pro-Forma Available Closing Date Cash (as defined in the Global Knowledge Merger Agreement) of not less than $50,000,000.00, (v) the absence of an “Event of Default” under New Credit Agreements (as defined in the Global Knowledge Merger Agreement), (vi) the absence of a Material Adverse Effect (as defined in the Global Knowledge Merger Agreement) and (vii) customary bringdown conditions with respect to each parties’ representations and warranties and covenants. Churchill received notice of early termination of the waiting period under the HSR Act on November 10, 2020.
Termination
The Global Knowledge Merger Agreement may be terminated at any time, but not later than the Global Knowledge Closing, as follows:

by mutual written consent of Churchill and Global Knowledge;

by either Churchill or Global Knowledge if the other party has breached any of its covenants or representations and warranties such that any closing condition would not be satisfied at the Global Knowledge Closing (subject to a cure period of 30 business days and waiver by the non-breaching party);

by either Churchill or Global Knowledge if the transactions are not consummated on or before, June 12, 2021 or, if the closing of the Merger occurs, the date that is the later of (x) 3 months following the closing of the Merger and (y) April 12, 2021, but, in no event later than June 12, 2021 (the “Global Knowledge Outside Date”) (provided that a party does not have the right to terminate under this provision if such party’s material breach of any representations, warranties or covenants causes the Global Knowledge Closing not to occur prior to Global Knowledge Outside Date);

by either Churchill or Global Knowledge if a governmental entity shall have issued a final, non-appealable governmental order permanently enjoining or prohibiting the consummation of the Global Knowledge Merger (provided that the party whose action or inaction causes the governmental order does not have the right to terminate under this provision);

automatically (subject to Churchill’s right to waive such automatic termination within one day thereafter) if (x) the Global Knowledge RSA (as defined below) has been terminated or is no longer in full force and effect, (y) any Existing Forbearance Agreement (as defined in the Global Knowledge Merger Agreement) has been terminated or is no longer in effect, and/or the forbearance by the lenders thereunder contemplated by any Existing Forbearance Agreement is otherwise no longer in effect, and/or (z) if Global Knowledge files for Chapter 11 under the U.S. Bankruptcy Code or otherwise commences any similar insolvency proceeding in any jurisdiction;

automatically (subject to Churchill’s right to waive such automatic termination within one day thereafter) at the time at which (x) the loans or commitments under any Existing Debt Agreement (as defined in the Global Knowledge Merger Agreement) has been accelerated and/or (y) the Lenders (as defined in the Global Knowledge Merger Agreement) take any action to foreclose upon, take possession of, sell, or enforce any lien or encumbrance on any of their collateral and/or the Required Consenting Lenders (as defined in the Global Knowledge RSA) elect to deliver a formal notice that they intend to initiate an action against Global Knowledge to enforce their rights or seek remedies under the Existing Credit Agreements (as defined in the Global Knowledge Merger Agreement);
 
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by Churchill (provided that if Global Knowledge files for Chapter 11 under the U.S. Bankruptcy Code, such termination will be automatic without any further action by Churchill, subject to Churchill’s right to waive such automatic termination within one day thereafter), if (i) (x) Global Knowledge breaches its obligations under each Existing Debt Agreement or the Global Knowledge RSA and/or (y) if any of the Requisite Consenting Lenders under the Global Knowledge RSA breach their obligations thereunder or (ii) the Global Knowledge RSA is modified without Churchill’s consent, in each case of clause (i) and (ii), in a manner that has, or would reasonably be expected to have, a non-de minimis adverse economic impact on the rights of Global Knowledge or Churchill;

automatically (subject to Churchill’s right to waive such automatic termination within 72 hours of gaining actual knowledge of its occurrence), following the occurrence of a default under any of the Existing Forbearance Agreements; or

by either Churchill or Global Knowledge, if the Skillsoft Merger Agreement has been validly terminated in accordance with its terms.
See “Global Knowledge Agreements — Global Knowledge Merger Agreement”.
The foregoing description of the Global Knowledge Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Lodbrok Subscription Agreement
On October 13, 2020, in connection with the execution of the Global Knowledge Merger Agreement, Churchill entered into a subscription agreement with Lodbrok Capital LLP (“Lodbrok”) pursuant to which Lodbrok subscribed for 2,000,000 newly-issued shares of Churchill Class A common stock, at a purchase price of $10.00 per share (the “Lodbrok PIPE Investment” and, together with the Prosus PIPE Investment and the SuRo PIPE Investment, the “PIPE Investments”), to be issued at the closing of the Global Knowledge Merger (the “Lodbrok Subscription Agreement”). The issuance of the shares of Churchill Class A common stock pursuant to the Lodbrok Subscription Agreement is not subject to approval by Churchill’s stockholders. The obligations to consummate the transactions contemplated by the Lodbrok Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the Global Knowledge Merger.
See “Global Knowledge Agreements — Subscription Agreements”.
The foregoing description of the Lodbrok Subscription Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part.
Restructuring Support Agreement
On October 12, 2020, Global Knowledge entered into a Restructuring Support Agreement (the “Global Knowledge RSA”) with (i) 100% of its lenders under that certain Amended and Restated First Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from time to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse, acting in its capacity as administrative agent and collateral agent (the “First Lien Credit Agreement,” and the lenders thereto, the “First Lien Lenders”); and (ii) 100% of its lenders under that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from time to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Trust, acting in its capacity as administrative agent and collateral agent (the “Second Lien Credit Agreement,” and there lenders thereto, the “Second Lien Lenders,” together with the First Lien Lenders, the “Secured Lenders”). The Global Knowledge RSA contemplates an out-of-court restructuring (the “Restructuring”) that provides meaningful recoveries, funded by Churchill, to all Secured Lenders. Churchill is a third-party
 
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beneficiary of the Global Knowledge RSA with respect to enforcement of certain specific provisions and its explicit rights under the Global Knowledge RSA and not a direct party.
Pursuant to a certain Consent Memorandum dated as of February 9, 2021, Credit Suisse, acting in its capacity as administrative agent under the First Lien Credit Agreement, and Wilmington Trust, acting in its capacity as administrative agent under the Second Lien Credit Agreement, confirmed their and the required consenting Secured Lenders’ consent to a partial waiver of the cash consideration condition to the Restructuring of up to $1.45 million (such reduction, the “Retention Plan Cash Consideration Reduction”). The Retention Plan Cash Consideration Reduction is to be applied on a pro rata basis between the cash consideration due to the First Lien Lenders and the cash consideration due to the Second Lien Lenders based on the aggregate claims under the First Lien Credit Agreement and the aggregate claims under the Second Lien Credit Agreement, calculated as of the Out-of-Court Transaction Effective Date (as defined in the Global Knowledge RSA). Such consent was provided in connection with certain payments made from Global Knowledge’ cash on-hand pursuant to a certain retention plan intended to retain certain Global Knowledge personnel through the occurrence of the Out-of-Court Transaction Effective Date (as defined in the Global Knowledge RSA). As a result of the partial waiver and the payments made by Global Knowledge under such retention plan, the aggregate cash consideration due to the Secured Lenders in connection with the Restructuring was reduced from $156 million to 154.6 million. On February 6, 2021, Churchill consented to the payments to be made by Global Knowledge under such retention plan.
On the Out-of-Court Transaction Effective Date (as defined in the Global Knowledge RSA), which shall occur concurrently with the Global Knowledge Closing (and only upon such closing), (a) the First Lien Lenders will receive (i) $143.5 million of cash minus the First Lien Lenders’ pro rata portion of the Retention Plan Cash Consideration Reduction and (ii) $50 million in aggregate principal amount of new term loans (or an equivalent amount of cash in lieu thereof), (b) the Second Lien Lenders will receive (i) $12.5 million of cash minus the Second Lien Lenders’ pro rata portion of the Retention Plan Cash Consideration Reduction and (ii) $20 million in aggregate principal amount of new term loans (or an equivalent amount of cash in lieu thereof) and (c) the lenders under Global Knowledge's credit and guaranty agreement, dated as of November 26, 2019, will be paid in full in cash (including all outstanding principal amounts, accrued and unpaid interest and fees thereunder) (each of (a), (b) and (c), as set forth in the term sheet attached to the Global Knowledge RSA (the “Restructuring Term Sheet”)).
On the Out-of-Court Transaction Effective Date (as defined in the Global Knowledge RSA), which shall occur concurrently with the Global Knowledge Closing (and only upon such closing), each holder of a claim arising under that certain Credit and Guaranty Agreement, dated as of November 26, 2019, by and among, inter alios, Global Knowledge Holdings B.V. and Global Knowledge Network (Canada), Inc., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Blue Torch Finance LLC, in its capacity as administrative agent, will be paid in cash, in full (including all accrued and unpaid interest through the date of repayment), as set forth in the Restructuring Term Sheet, and estimated, as of the date of the filing, to be $15.5 million.
Under the Global Knowledge RSA, the Secured Lenders have agreed, subject to certain terms and conditions, to support the Restructuring of the existing debt of, existing equity interests in, and certain other obligations of Global Knowledge, on the terms set forth in the Global Knowledge RSA.
In accordance with the Global Knowledge RSA, the Secured Lenders agreed, among other things, to: (i) support the Restructuring as contemplated by the Global Knowledge RSA and the definitive documents governing the Restructuring; (ii) not take any action, directly or indirectly, to interfere with acceptance, implementation or consummation of the Restructuring; and (iii) not transfer their claims under the First Lien Credit Agreement and Second Lien Credit Agreement, as applicable, except with respect to limited and customary exceptions, including requiring any transferee to either already be bound or become bound by the terms of the Global Knowledge RSA.
In accordance with the Global Knowledge RSA, Global Knowledge agreed, among other things, to: (i) support and take all steps reasonably necessary and desirable to consummate the Restructuring in accordance with the Global Knowledge RSA; and (ii) not, directly or indirectly, object to, delay, impede, or take any other action to interfere with acceptance, implementation or consummation of the Restructuring.
See “Global Knowledge Agreements — Restructuring Support Agreement”.
 
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Listing (page 263)
Churchill Class A common stock is listed on the NYSE under the symbol “CCX”. Following the Merger, the Class A common stock of the Post-Combination Company (including the Class A common stock issuable in the Merger) will be listed on the NYSE under the symbol “SKIL”.
Comparison of Stockholders’ Rights (page 299)
Churchill is incorporated under Delaware law, and Skillsoft is incorporated under the laws of the Grand Duchy of Luxembourg. There are a number of differences between the rights of a stockholder of Churchill and the rights of a shareholder of Skillsoft. We encourage you to review the discussion titled “Comparison of Stockholders’ Rights”.
Risk Factors Summary (page 37)
You should consider all the information contained in this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors”. Such risk factors include, but are not limited to:
Risks Related to the Operation of Skillsoft’s Business

COVID-19 has impacted our business, operating results and financial condition, as well as customers and suppliers in industries that we serve.

Failure of customers to fully adopt and migrate to our Percipio platform could result in lost revenue.

Failures relating to our direct sales teams or our indirect sales channel may impede our growth.

Material breaches or unauthorized access to customer data may result in loss of existing customers or failure to attract new customers, harm to our reputation, and significant liabilities.

Increased competition may result in decreased demand for our products and services, which may result in reduced revenue and gross profits and loss of market share.

New products introduced by us may not be successful.

Our failure to retain and attract highly qualified employees could harm our business.

Our alliances with third parties for learning content may be terminated or fail to meet our requirements.

Acquisitions may not produce the anticipated benefits and could harm our current operations.

Our success is dependent on our information systems and our SaaS infrastructure.

Our quarterly results may fluctuate significantly and our results may fall below market expectations.

Demand for our products and services is susceptible to global market and economic conditions.

Our results of operations could be adversely affected by catastrophic events.

Unauthorized use of our intellectual property may result in competitive products or services.

Risks relating to our worldwide operations could negatively impact our future operating results.

Additional capital we may need to support our growth might not be available on acceptable terms, if at all.

Our business could be affected by new governmental regulations regarding the Internet as well as by changes impacting the speed and reliability of the Internet.

Existing or future laws and regulations relating to privacy or data security could increase the cost of our products, limit their use and adoption, and subject us or our customers to litigation, regulatory investigations and penalties, and other potential liabilities.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
 
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Our business could be adversely affected if our products contain errors.

Changes in tax laws, unfavorable resolution of tax examinations, or exposure to additional tax liabilities could have a material adverse effect on our results of operations, financial condition and liquidity.

We could be subjected to legal actions based upon the content we include in our courseware or learning assets.
Risks Related to Skillsoft’s Indebtedness and Certain Other Obligations

Our degree of leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting obligations on our indebtedness.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

We may not be able to generate sufficient cash to service all of our indebtedness.
Risks Related to Skillsoft’s Previous Capital Structure and Resulting Chapter 11 Cases

The ongoing effects of our prior capital structure, including our recent emergence from the Chapter 11 Cases, could adversely affect our business and relationships.

We may not be able to achieve or sustain profitability in the future.

Information contained in our historical financial statements will not be comparable to the information contained in our financial statements after the application of fresh-start accounting.
Risks Related to Skillsoft’s Internal Control Over Financial Reporting and Critical Accounting Policies

If our assumptions related to our critical accounting policies change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

Failure to remediate our material weaknesses in our internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and stock price.
Risks Related to the Merger

Due to fluctuations in Churchill Class A common stock, Skillsoft’s shareholders cannot be sure of the value of the merger consideration they will receive.

Skillsoft’s shareholders and Churchill stockholders each will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

The market price of shares of the Post-Combination Company’s Class A common stock may be affected by factors different from those currently affecting the prices of shares of Churchill Class A common stock.

Churchill has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders.

The market price of the Post-Combination Company’s Class A common stock may decline if the Merger benefits do not meet market expectations.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

If conditions to the Merger are not satisfied or waived, the Skillsoft Merger Agreement may be terminated and the Merger may not be completed, which could negatively impact Skillsoft and Churchill.
 
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We may not be able to complete the PIPE Investments in connection with the Merger and the Global Knowledge Merger.

Skillsoft will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Skillsoft and Churchill directors and officers may have interests in the Merger different from the interests of Skillsoft’s shareholders and Churchill’s stockholders, respectively.

Post-Combination Company directors may make changes in the strategy of Skillsoft.

Provisions in the Skillsoft Merger Agreement may discourage other companies from trying to acquire Skillsoft for greater merger consideration and prohibit Churchill from seeking an alternative business combination.

The unaudited pro forma condensed combined financial information is preliminary and based on a number of assumptions and the actual financial condition and results of operations may differ materially.

Churchill and Skillsoft will incur transaction costs in connection with the Merger.

Post-Combination Company’s organizational documents will govern the rights of Skillsoft shareholders.

The Sponsor has agreed to vote in favor of the proposals at the Churchill Special Meeting, regardless of how public stockholders vote.

Software Luxembourg Intermediate S.à r.l. may increase in value before the closing of the Merger, subjecting Skillsoft to significant tax liability in Luxembourg.
Additional Risks Related to Ownership of the Post-Combination Company’s Common Stock

Our Derivative Instruments (as defined below) are accounted for as liabilities and the changes in value of our Derivative Instruments could have a material effect on our financial results.

In connection with the restatement of our financial statements, our management has concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020 due to a material weakness in internal control over financial reporting solely related to our accounting for Derivative Instruments. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

The stock price of the Post-Combination Company or New Skillsoft may change significantly following the Merger or the Global Knowledge Merger and you could lose all or part of your investment as a result.

If securities analysts do not follow Skillsoft’s business or if they downgrade the Post-Combination Company’s stock or Skillsoft’s sector, the Post-Combination Company’s stock price and trading volume could decline.

Future sales, or the perception of future sales, by the Post-Combination Company or its stockholders in the public market could cause the market price for the Post-Combination Company’s Class A common stock to decline.

Anti-takeover provisions could delay or prevent a change of control.

Exclusive forum designations could limit the Post-Combination Company’s stockholders’ ability to obtain a more favorable judicial forum for disputes.

Transformation of Skillsoft into a listed public company will increase its costs and may disrupt the regular operations of its business.
 
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Risk Relating to Redemption

There is no guarantee that a Churchill public stockholder’s decision to redeem their shares for a pro rata portion of the trust account will put such stockholder in a better future economic position.

If Churchill public stockholders fail to comply with the redemption requirements specified in this joint proxy statement/prospectus, they will not be entitled to redeem their Public Shares.

If redemption rights are exercised with respect to a large number of shares, the Merger could be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or all of the members of the group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.
Information about Churchill (page 125)
Churchill Capital Corp II is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Churchill’s Class A common stock, units and public warrants are currently listed on the NYSE under the symbols “CCX”, “CCX.U” and “CCX WS”, respectively. The mailing address of Churchill’s principal executive office is 640 Fifth Avenue, 12th Floor, New York, NY 10019 and the telephone number of Churchill’s principal executive office is (212) 380-7500.
Information about Skillsoft (see additional information on page 143)
For more than 20 years, Skillsoft has been the leading global provider of digital learning and talent solutions, providing best-in-class content, products and services to a large, global customer base made up of blue-chip companies. We deliver solutions that help many of the world’s leading organizations develop and retain their employees and sell our broad portfolio of proprietary content to customers through our leading sales force. We are deeply embedded with our customers, and constantly evolving to address their needs and current market trends.
We partner with thousands of leading global organizations, including approximately 65% of Fortune 500. Our currently marketed solutions include: (i) Skillsoft learning content, (ii) the Percipio intelligent learning experience platform, and (iii) SumTotal, a SaaS-based Human Capital Management (HCM) solution, with a leading Talent Development platform. SumTotal is reported as an individual segment in the financial statements. Percipio, Skillport, and Dual Deployment (as defined below) are included in the Content Business segment.
The enterprise learning market (approximately $300 billion) and professional digital learning market (approximately $28 billion) are rapidly growing with significant tailwinds given employers’ focus on upskilling and the shift from in-person training to digital training accelerated by COVID-19. Organizations invest in learning and talent solutions to build a more motivated, skilled, and resilient workforce. We help them accomplish this by delivering a complete learning solution, supported by a proven, dynamic, deep and proprietary content portfolio. Our portfolio includes offerings in the Leadership and Business, Technology and Developer, and Compliance customer market segments. We provide our solutions through engaging learning platforms, including our award-winning, state of the art learning experience platform, Percipio.
Churchill has taken important steps toward repositioning Skillsoft as the leader in corporate digital learning and creating value for stockholders.

Combination with Global Knowledge. Global Knowledge is a leader in instructor-led IT training. We believe this acquisition will strengthen our Tech & Dev offerings and will create better multi-modal learning experiences and generate significant cost and revenue synergies.

Investment from Prosus. Prosus is a global consumer internet group and one of the largest technology and EdTech investors in the world. Our partnership with Prosus will provide both capital and expertise to support our growth.
 
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Recruitment of new, leading management team. The new management team, led by CEO Jeff Tarr, will guide Skillsoft through its next phase of growth. Tarr is an experienced public company CEO with a track record of transforming tech-enabled content companies into industry leaders and creating value for stockholders.
The new Skillsoft management team will build on Skillsoft’s recent progress with a transformation strategy designed to grow revenue, improve operational efficiency, and increase cash flow, leveraging the full support and capital of Prosus and Churchill. See “Information About Skillsoft — Churchill’s Strategy for Value Creation” for key elements of the strategy.
The Skillsoft group is a global software and technology provider of digital learning, training, and talent solutions. Software Luxembourg Holdings S.A. is the top holding company of the Skillsoft group.
The mailing address of Skillsoft’s registered office is Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and its telephone number is (857) 317-7700.
Litigation Matters
In connection with the Merger, certain Churchill stockholders have filed lawsuits and other stockholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange Act. Churchill intends to defend the matters vigorously. These cases are in the early stages and Churchill is unable to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency.
Organizational Structure
The following diagram illustrates, in a simplified form, the ownership structure of Churchill and Skillsoft as of the date of this joint proxy statement/prospectus.
[MISSING IMAGE: tm2037023d1-fc_ownershbwlr.jpg]
 
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The following diagram illustrates, in a simplified form, the ownership structure of the Post-Combination Company immediately following consummation of the Merger pursuant to which Software Luxembourg Holding S.A. merges into Churchill Capital Corp II.
[MISSING IMAGE: tm2037023d1-fc_skillsofbw.jpg]
 
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The following diagram illustrates, in a simplified form, the ownership structure of New Skillsoft immediately following consummation of the Global Knowledge Merger.
[MISSING IMAGE: tm2037023d1-fc_postcombw.jpg]
 
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Ownership of the Post-Combination Company
As of the date of this joint proxy statement/prospectus, there are 86,250,000 shares of Churchill common stock issued and outstanding, including 17,250,000 shares of Churchill Class B common stock, each of which will be converted into one share of Class A common stock upon consummation of the Merger.
The following table illustrates ownership interests in the Post-Combination Company immediately following the consummation of the Merger assuming the levels of redemptions by the public stockholders indicated and assuming both the First Step Prosus Investment and the Second Step Prosus Investment (without any reduction to the 40,000,000 shares of Churchill Class A common stock subscribed for by Prosus in its exercise of the Option) are consummated concurrently with the Merger.
No redemptions
Maximum redemptions
Number of
Shares
Percentage
of
Outstanding
Shares
Number of
Shares
Percentage of
Outstanding
Shares
(in thousands)
(in thousands)
Former equityholders of Skillsoft
28,500 17% 28,500 26%
Churchill’s public stockholders(1)
69,000 42% 13,256 12%
The Sponsor
17,250 10% 17,250 16%
PIPE Investors(2)
51,000 31% 51,000 46%
Total(3) 165,750 100% 110,012 100%
(1)
The Maximum Redemptions as shown in the pro forma capitalization excludes Skillsoft’s cash balance ($71.5 million, as of January 31, 2021), which will be legally available for redemptions. Inclusion of Skillsoft’s cash balance would increase the cash available for redemptions and could result in an increase in redemptions and decrease the percentage of ownership of Churchill public stockholders and increase the percentage ownership of Skillsoft Shareholders, the Sponsor and the PIPE Investors in a Maximum Redemptions scenario.
(2)
Does not include (i) the issuance of Class A common stock of the Post-Combination Company in accordance with the Lodbrok Subscription Agreement that is effective upon the consummation of the Global Knowledge Merger or (ii) the issuance of Class A common stock of the Post-Combination Company in connection with the exercise of the Prosus Top-Up Right.
(3)
Does not include (i) shares underlying 23,000,000 public warrants to purchase Churchill Class A common stock at $11.50 per share that are outstanding, (ii) shares underlying 15,800,000 private placement warrants issued to the Sponsor for $1.00 per warrant to purchase Churchill Class A common stock at $11.50 per share at the time of the Churchill IPO, (iii) shares underlying 1,500,000 private placement warrants issuable to the Sponsor for $1.00 per warrant to purchase Churchill Class A common stock at $11.50 per share as repayment for the $1,500,000 Sponsor Loan dated November 2, 2020, at consummation of the Merger, (iv) 5,000,000 warrants to be issued to the equity holders of Global Knowledge to purchase Churchill Class A common stock at $11.50 per share at consummation of the Global Knowledge Merger, (v) warrants, options or restricted shares expected to be issued to the new CEO or other employees pursuant to the Incentive Plan or (vi) shares underlying the Prosus Warrants.
 
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Summary Historical Financial Data For Churchill
The following table contains summary historical financial data for Churchill as of and for the three months ended March 31, 2021 and 2020 and as of and for the year ended December 31, 2020 and as of December 31, 2019 and for the period from April 11, 2019 (inception) through December 31, 2019. Such data has been derived from the unaudited interim consolidated financial statements and the restated audited financial statements of Churchill, which are included elsewhere in this joint proxy statement/prospectus. The restatement is more fully described in Note 2 to Churchill’s financial statements included elsewhere in this joint proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the sections entitled “Information About Churchill,” “Selected Historical Financial Information of Churchill” and “Churchill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Churchill’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this joint proxy statement/prospectus. You should not assume the results of operations for past periods indicate results for any future period. All amounts are in U.S. dollars. Certain amounts that appear in this section may not sum due to rounding. 
For the
Three Months
Ended
March 31, 2021
For the
Three Months
Ended
March 31, 2020
For the
Year Ended
December 31, 2020
For the
Period from
April 11,
2019
(Inception)
Through
December 31,
2019
(unaudited)
Income Statement Data:
Net income (loss)
$ 41,740,801 $ (8,823,514) $ (72,459,185) $ (14,682,592)
Less: Income attributable to common stock subject to possible redemption
(1,325,482) (1,230,480) (4,868,674)
Nonredeemable net income (loss)
$ 41,740,801 $ (10,148,996) $ (73,689,665) $ (19,551,226)
Weighted average shares outstanding, basic and diluted(1)
32,537,498 25,224,075 27,526,131 21,438,529
Basic and diluted net income (loss) per common share
$ 1.28 $ (0.41) $ (2.68) $ (0.91)
(1)
Excludes an aggregate of 57,909,708, 59,998,219, 53,712,502 and 61,025,925 shares subject to possible redemption at March 31, 2021, March 31, 2020, December 31, 2020 and December 31, 2019, respectively.
March 31, 2021
December 31, 2020
December 31, 2019
(unaudited)
Balance Sheet Data (end of period):
Cash
$ 2,382,560 $ 3,873,865 $ 2,238,275
Prepaid income taxes
27,140
Prepaid expenses
111,174 94,299 275,525
Marketable securities held in Trust Account
697,018,229 696,957,196 695,295,418
Total assets
699,511,963 700,925,360 697,836,358
Total liabilities
110,392,112 153,546,310 77,998,123
Common stock subject to possible redemption
584,119,845 542,379,040 614,838,229
Total stockholders’ equity
5,000,006 5,000,010 5,000,006
 
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Summary Historical Financial and Other Data For Skillsoft
The following tables present summary historical consolidated financial data of Pointwell Limited, the predecessor parent company for Skillsoft Corporation for periods prior to August 28, 2020 (the “Predecessor”) and Software Luxembourg Holding S.A. the successor parent company for Skillsoft Corporation (the “Successor”) for periods from August 28, 2020 onwards.
On June 14, 2020, Skillsoft Corporation, a subsidiary of Pointwell Limited, announced that it had entered into a Restructuring Support Agreement (the “Skillsoft RSA”) with a majority of its first and second lien lenders with the objective of reducing long-term debt while maintaining normal operations and paying all trade creditors in full. To efficiently implement the financial restructuring, Skillsoft Corporation and certain of its affiliates (including Pointwell Limited) voluntarily filed “pre-packaged” Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware in addition to ancillary proceedings in Canada under the Companies’ Creditors Arrangement Act seeking recognition of the U.S. Chapter 11 proceedings in Canada. The U.S. Bankruptcy Court approved the Skillsoft RSA at the Company’s confirmation hearing on August 6, 2020 and Skillsoft and its affiliates emerged from Chapter 11 on August 27, 2020. As a result of the reorganization, ownership interest in Pointwell Limited was transferred to a newly created legal entity, Software Luxembourg Holding S.A., the shares of which are owned by the lenders who had secured interest in Skillsoft and its affiliates prior to the petition date.
The consolidated statement of operations data for the Successor period from August 28, 2020 through January 31, 2021 and the balance sheet data as of January 31, 2021 have been derived from Software Luxembourg Holding S.A.’s audited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The consolidated statement of operations data for the Predecessor period from February 1, 2020 through August 27, 2020 and for the Predecessor years ended January 31, 2020 and 2019 and the balance sheet data as of January 31, 2020 have been derived from Pointwell Limited’s audited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The consolidated statement of operations data for the Predecessor year ended January 31, 2018 have been derived from Pointwell Limited’s audited consolidated financial statements not included in this joint proxy statement/prospecuts.
You should read the summary financial data presented below in conjunction with “Skillsoft’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Successor and Predecessor consolidated financial statements and the related notes included elsewhere in this joint proxy statement/prospectus. The financial information contained in this section relates to the Successor and Predecessor, prior to and without giving pro forma effect to the impact of the Merger and the results reflected in this section may not be indicative of our results going forward.
In this section, unless otherwise noted or the context otherwise requires, “we,” “us” and “our” refer to Skillsoft.
 
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Consolidated Statements of Operations Data
($ in thousands)
Successor
Predecessor
Aug 28,
2020
through
Jan 31,
2021
Feb 1, 2020
through
Aug 27,
2020
Fiscal Year
Ended
January 31,
2020
Fiscal Year
Ended
January 31,
2019
Fiscal Year
Ended
January 31,
2018
Revenues:
Total revenues(1)
$ 108,768 $ 273,851 $ 514,021 $ 534,141 $ 547,309
Operating expenses:
Cost of revenues
40,898 52,160 96,044 98,636 106,274
Content and software development
30,028 38,986 67,951 57,332 60,500
Selling and marketing
55,285 75,028 140,785 150,179 143,898
General and administrative
21,636 37,455 57,356 51,421 45,344
Recapitalization and transaction-related costs
15,928 32,099 16,244
Amortization of intangible assets
39,824 34,378 96,359 151,752 194,739
Impairment of goodwill and intangible assets
332,376 440,598 16,094
Restructuring
4,341 1,179 1,900 2,073 2,524
      Total operating expenses
207,940 603,661 917,237 527,487 553,279
Operating (loss) income
(99,172) (329,810) (403,216) 6,654 (5,970)
Interest expense, net
(19,936) (168,236) (429,657) (395,842) (346,186)
Reorganization items, net
3,329,245
Other income (expense)
3,452 1,268 (5,120) (5,624) 8,812
Loss before provision (benefit) for income taxes
(115,656) 2,832,467 (837,993) (394,812) (343,344)
Provision for income taxes
(21,934) 68,455 11,212 5,027 1,373
Net (loss) income
$ (93,722) $ 2,764,012 $ (849,205) $ (399,839) $ (344,717)
(1)
On February 1, 2019, Predecessor adopted ASC Topic 606, Revenue from Contracts with Customers. See Note 2 in the Pointwell Limited annual consolidated financial statements included elsewhere in this joint proxy statement/prospectus for additional information.
 
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Consolidated Balance Sheet Data
($ in thousands)
Successor
Predecessor
As of January 31,
2021
As of January 31,
2020
Cash and cash equivalents
$ 71,479 $ 18,799
Accounts receivable, net
      179,784 193,024
Total current assets(1)
284,553 263,250
Accounts payable and accrued liabilities(1)(2)
66,925 68,790
Term loans and related-party debt and accrued interest
515,436 4,238,068
Total shareholder’s equity (deficit)
579,969 (2,761,744)
(1)
On February 1, 2019, Predecessor adopted ASC Topic 606, Revenue from Contracts with Customers. See Note 2 in the Software Luxembourg Holding and Pointwell Limited annual consolidated financial statements included elsewhere in this joint proxy statement/prospectus for additional information.
(2)
On February 1, 2020, Predecessor adopted ASC Topic 842, Leases. See Note 2 in the Pointwell Limited and Software Luxembourg Holdings annual consolidated financial statements included elsewhere in this joint proxy statement/prospectus for additional information.
 
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Summary Unaudited Pro Forma Condensed Combined Financial Information
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Merger, the Global Knowledge Merger and the other transactions contemplated by the Merger and the Global Knowledge Merger and described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” The Merger will be considered a business combination and will be accounted for using the acquisition method of accounting, whereby Churchill has been determined to be the accounting acquirer, in both the no redemption and maximum redemption scenarios.
The following summary pro forma data presents the combination of the financial information of Churchill, Skillsoft and Global Knowledge adjusted to give pro forma effect to the following transactions:

The reorganization of certain Skillsoft affiliates under Chapter 11 of the U.S. Bankruptcy Code (the “Skillsoft Reorganization”);

The Merger in accordance with the Skillsoft Merger Agreement;

The issuance of (i) Class A common stock of the combined company in accordance with (i) the Prosus PIPE Subscription Agreement and (ii) the SuRo PIPE Subscription Agreement that are effective upon the consummation of the Merger (collectively the “PIPE Investments”). With respect to the issuance of Class A common stock of the combined company in accordance with the Prosus PIPE Subscription Agreement, the pro forma condensed combined financial statements have been prepared to reflect both the First Step and Second Step Prosus Investments (without any reduction to the 40,000,000 shares of Churchill Class A common stock subscribed for by Prosus in its exercise of the Option and assuming no exercise of the Prosus Top-Up Right or issuance of the Prosus Warrants);

The Global Knowledge Merger in accordance with the Global Knowledge Merger Agreement; and

The issuance of Class A common stock of the combined company in accordance with the Lodbrok Subscription Agreement that is effective upon the consummation of the Global Knowledge Merger.
The summary unaudited pro forma condensed combined financial data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The summary pro forma data is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of Churchill, Skillsoft and Global Knowledge for the applicable periods included elsewhere in this joint proxy statement/prospectus. The summary pro forma data is for illustrative purposes only and is based on information currently available and management’s assumptions and estimates. The summary unaudited pro forma condensed combined financial data does not necessarily reflect what the Post-Combination Company’s financial condition or results of operations would have been had the Merger, and the Global Knowledge Merger occurred on the dates indicated. The summary unaudited pro forma condensed combined financial data also may not be useful in predicting the future financial condition and results of operations of the combined company.
Non-GAAP Financial Measures
We track several non-GAAP metrics that we believe are key financial measures of our success. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures have limitations as an analytical tool. Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation
 
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from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP. See “Information About Skillsoft — Non-GAAP Financial Measures” and “Information About Global Knowledge — Non-GAAP Financial Measures.”
The following table sets forth Non-GAAP Financial Measures for the year ended December 31, 2020, on a pro forma combined basis, and after giving effect to the Skillsoft Reorganization, the Merger, the Global Knowledge Merger and the related transactions.
(amounts in thousands)
For the year ended
December 31, 2020*
For the Three Months
ended March 31, 2021*
Total pro forma combined revenue(1)
$ 531,553 $ 163,393
Reversal of pro forma adjustments:
Skillsoft fresh-start reporting
32,502
Global Knowledge purchase accounting
7,516
Skillsoft purchase accounting
605
Elimination of inter-company revenues
697 109
Plus impact of Skillsoft reorganization, primarily related to deferred revenue
91,686
Combined Adjusted revenue(3)
$ 663,954 $ 164,107
Skillsoft Adjusted Revenue(2)
$ 474,305 $ 119,089
Global Knowledge historical revenue
189,649 45,018
Combined Adjusted revenue(3)
$ 663,954 $ 164,107
Total pro forma combined net income(4)
$ 2,519,536 $ 9,599
Reversal of pro forma adjustments
(103,073) 11,193
Adjustments based on historical financial statements:(5)
(2,406,974) (7,411)
Pro forma combined EBITDA(6)
$ 9,489 $ 13,381
Reversal of Churchill purchase accounting, as reflected in pro forma
17,818
Reversal of Skillsoft fresh-start reporting, as reflected in pro forma
25,972
Reversal of Skillsoft purchase accounting, as reflected in pro forma
12,600 (45,110)
Reversal of Global Knowledge purchase accounting, as
reflected in pro forma
15,217
Plus other adjustments(7)
81,469 59,040
Combined Adjusted EBITDA(8)
$ 162,565 $ 27,311
*
Amounts for the year ended December 31, 2020 combine the historical (1) audited financial statements of Churchill as of and for the year ended December 31, 2020; (2) historical audited consolidated financial statements of Successor Skillsoft as of January 31, 2021 and for the period from August 28, 2020 to January 31, 2021, the historical audited consolidated financial statements of Predecessor Skillsoft for the period from February 1, 2020 to August 27, 2020; (3) unaudited statement of operations of Global Knowledge for the twelve months ended January 1, 2021, which were derived from the audited statement of operations for the year ended October 2, 2020 less the unaudited statement of operations for the three months ended December 27, 2019, plus the unaudited statement of operations for the three months ended January 1, 2021. Amounts for the three months ended March 31, 2021 combine the (1) unaudited financial statements of Churchill as of and for the three months ended March 31, 2021, (2) Skillsoft's unaudited statement of operations for the three months ended January 31, 2021, which was derived from the audited statement of operations for Successor Skillsoft for the period from August 28, 2020 to January 31, 2021 less the unaudited period of August 28,2020 to October 31, 2020,
 
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and (3) Global Knowledge's unaudited statement of operations for the three months ended April 2, 2021, which was derived from the unaudited statement of operations for the six months ended April 2, 2021 less the unaudited statement of operations for the three months ended January 1, 2021.
(1)
Pro forma Combined EBITDA reflects both historical revenue of Churchill, Skillsoft and Global Knowledge, and related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.
(2)
Skillsoft Adjusted Revenue for the year ended December 31, 2020 reflects GAAP revenue excluding (i) impact of fresh-start reporting and purchase accounting and (ii) one-time impact of the deconsolidation of Canada.
(3)
Combined Adjusted Revenue includes the historical revenue of Churchill, Skillsoft and Global Knowledge, and excludes the impact of pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.
(4)
Pro forma combined net income includes the historical results of Churchill, Skillsoft, and Global Knowledge, and related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.
(5)
The adjustment for the year end December 31, 2020 is primarily related to Skillsoft reorganization gain, offset by Skillsoft goodwill impairment and Churchill warrant and subscription agreement remeasurement losses. The adjustment for the three months ended March 31 2021 is primarily related to Skillsoft and Global Knowledge Depreciation and amortization, offset by Churchill warrant and subscription agreement remeasurement gains. Refer to pages 152 and 201 for additional detail for Skillsoft and Global Knowledge, respectively.
(6)
Pro forma combined EBITDA includes the historical results of Churchill, Skillsoft, and Global Knowledge, and related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.” EBITDA represents net income plus or minus net interest, plus provision for income taxes, depreciation, amortization, and impact of the re-organization gain as a result of fresh-start reporting as they relate to Skillsoft’s historical financial statements.
(7)
Refer to pages 150 and 201 for a description of non-GAAP adjustments.
(8)
Combined Adjusted EBITDA includes the historical results of Churchill, Skillsoft and Global Knowledge, and excludes the impact of pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.” Savings expected from cost and operating synergies are not reflected in the Combined Adjusted EBITDA. Adjusted EBITDA represents EBITDA plus primarily non-cash items and non-recurring items that we consider useful to exclude in assessing our operating performance (e.g., stock-based compensation expense, restructuring charges, retention costs, recapitalization and transaction-related costs, net foreign currency impact and other net gains and losses, certain impacts of fresh-start and purchase accounting, and one-time impact of the deconsolidation of Canada).
The following table sets forth summarized financial information for the New Skillsoft for the year-ended December 31, 2020, on a pro forma combined basis, and after giving effect to the Skillsoft Reorganization, Merger, Global Knowledge Merger and the related transactions.
 
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Pro Forma Condensed Combined
(in thousands, except share and per share data)
No Redemptions(1)
Max Redemptions(2)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations:
Year ended December 31, 2020
Revenue
$ 531,553 $ 531,553
Operating loss
(634,669) (634,669)
Net income
2,519,536 2,519,536
Net earnings per share – basic and diluted
$ 15.02 $ 21.54
Weighted-average Class A shares outstanding – basic and diluted
167,750,000 116,956,116
Summary Unaudited Pro Forma Condensed Combined Statement of Operations:
Three months ended March 31, 2021
Revenue
$ 163,393 $ 163,393
Operating loss
(26,704) (26,704)
Net income
9,599 9,599
Net earnings per share – basic and diluted
$ 0.06 $ 0.08
Weighted-average Class A shares outstanding – basic and diluted
167,750,000 116,956,116
Summary Unaudited Pro Forma Condensed Combined Balance Sheet:
As of March 31, 2021
Total current assets
$ 829,646 $ 316,628
Total assets
2,581,583 2,068,565
Total current liabilities
355,844 355,844
Total liabilities
1,228,306 1,228,306
Total stockholders’ equity
1,353,277 840,259
(1)
Reflecting the First and Second Step Prosus Investment and the Lodbrok PIPE Investment under a No Redemptions scenario.
(2)
Reflecting the First and Second Step Prosus Investment (without any reduction to the 40,000,000 shares of Churchill Class A common stock subscribed for by Prosus in its exercise of the Option and assuming no exercise of the Prosus Top-Up Right), and the Lodbrok PIPE Investment under a Global Knowledge Max Redemptions scenario.
The following table sets forth summarized financial information for the Post-Combination Company for the year ended December 31, 2020 and three months ended March 31, 2021 on a pro forma combined basis, and after giving effect to the Skillsoft Reorganization, the Merger and the related transactions, but not the Global Knowledge Merger.
 
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Skillsoft
Pro Forma Condensed Combined(2)
(in thousands, except share and per share
data)
Churchill(1)
Skillsoft
Predecessor(3)
Skillsoft
Successor(4)
No Redemptions
Max Redemptions
As of and for the year ended December 31, 2020
Book value per share
$0.09 and $0.18
$ (32,665.91)
*
N/A(5) N/A(5)
Weighted average shares outstanding – basic and diluted
58,723,869 and
27,526,131
100,100
*
165,750,000 110,005,621
Net earnings (loss) per share – basic
and diluted
$0.03 and
$(2.68)
$ 27,612.51
*
$ 15.86 $ 23.90
As of and for the three months ended March 31, 2021
Book value per share
$0.09 and $0.15
*
$143.46 and
$181.87
$ 0.01 $ 0.01
Weighted average shares outstanding – basic and diluted
53,712,502 and
32,537,498
*
3,840,000 and
160,000
165,750,000 110,005,621
Net (loss) earnings per share – basic
and diluted
$0.00 and $1.28
*
$(13.75)
$ 0.11 $ 0.16
(1)
Amounts computed based on Churchill Class A common stock subject to possible redemption and Non-redeemable common stock, respectively.
(2)
Pro forma Condensed Combined includes the historical financial information of only Churchill and Skillsoft, and related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”
(3)
Based on historical financial information of Skillsoft Predecessor, which include the financial position and results of operations prior to August 28, 2020.
(4)
Summarized financial information reflects the financial position and results of operations of the Skillsoft Successor period (August 28, 2020 through January 31, 2021) and computed based on Skillsoft Successor Class A shares and Class B shares, respectively.
(5)
Not applicable; a pro forma condensed combined balance sheet as of December 31, 2019 was not prepared.
 
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MARKET PRICE AND DIVIDEND INFORMATION
Churchill
Churchill’s Class A common stock, units and public warrants and are traded on the NYSE under the symbols CCX, CCX.U and CCX.WS, respectively.
The closing price of Churchill Class A common stock, units and public warrants on October 12, 2020, the last trading day before announcement of the execution of the Skillsoft Merger Agreement, was $10.20, $10.62 and $1.72, respectively. As of April 28, 2021, the record date for the Churchill Special Meeting, the most recent closing price for each of Churchill’s Class A common stock, unit and public warrant was $10.02, $10.49 and $1.47, respectively.
Holders of Churchill Class A common stock, units and public warrants should obtain current market quotations for their securities. The market price of Churchill’s securities could vary at any time before the Merger.
Holders
As of April 28, 2021, there was one holder of record of Churchill’s units, one holder of record of Churchill Class A common stock, one holder of record of Churchill Class B common stock and one holder of record of Churchill’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Public Shares and public warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
Churchill has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Merger. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Merger. The payment of any cash dividends subsequent to the Merger will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing.
Skillsoft
Historical market price information for Skillsoft’s capital stock is not provided because there is no public market for Skillsoft’s capital stock. See “Skillsoft’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
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FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA
This joint proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Churchill, Skillsoft and Global Knowledge. These statements are based on the beliefs and assumptions of the management of Churchill, Skillsoft and Global Knowledge. Although Churchill, Skillsoft and Global Knowledge believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Churchill, Skillsoft or Global Knowledge can assure you that any party will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, 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”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this joint proxy statement/prospectus include, but are not limited to, statements about the ability of Churchill, Skillsoft and Global Knowledge prior to the Merger and the Global Knowledge Merger, and the Post-Combination Company following the Merger and the Global Knowledge Merger, to:

meet the closing conditions to the Merger, including approval by stockholders of Churchill and Skillsoft on the expected terms and schedule;

meet the closing conditions of the Global Knowledge Merger;

realize the benefits expected from the proposed Merger and the proposed Global Knowledge Merger;

attract, train and retain an effective sales force and other key personnel;

upgrade and maintain information technology systems;

acquire and protect intellectual property;

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

enhance future operating and financial results;

comply with laws and regulations applicable to its business;

successfully defend litigation; and

successfully deploy the proceeds from the Merger.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this joint proxy statement/prospectus, could affect the future results of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this joint proxy statement/prospectus:

any delay in closing of the Merger or the Global Knowledge Merger;

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

the impact of the ongoing COVID-19 pandemic on our business, operating results and financial condition;

fluctuations in our future operating results;

our ability to successfully identify and consummate acquisition opportunities;
 
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the demand for, and acceptance of, our products and for cloud-based technology learning solutions in general;

our ability to compete successfully in competitive markets and changes in the competitive environment in our industry and the markets in which we operate;

our ability to develop new products;

a failure of our information technology infrastructure or any significant breach of security;

future regulatory, judicial and legislative changes in our industry;

the impact of natural disasters, public health crises, political crises, or other catastrophic events;

our ability to attract and retain 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 position and operating flexibility; and

our ability to successfully defend ourselves in legal proceedings.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this joint proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this joint proxy statement/prospectus. The risks described under the heading“Risk Factors” are not exhaustive. Other sections of this joint proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Churchill or Skillsoft assess the impact of all such risk factors on the business of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and the New Skillsoft following the Global Knowledge Merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Churchill or Skillsoft or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Churchill and Skillsoft prior to the Merger, the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect the beliefs and opinions of Churchill or Skillsoft, as applicable, on the relevant subject. These statements are based upon information available to Churchill or Skillsoft, as applicable, as of the date of this joint proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Churchill or Skillsoft, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
Market, ranking and industry data used throughout this joint proxy statement/prospectus is based on the good faith estimates of Skillsoft’s management, which in turn are based upon Skillsoft’s management’s review of internal surveys, independent industry surveys and publications, and other third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Skillsoft is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Skillsoft’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this joint proxy statement/prospectus.
 
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RISK FACTORS
You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this joint proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Merger and the proposals to be voted on at the Churchill Special Meeting or the Skillsoft Extraordinary General Meeting. The following risk factors apply to the businesses of Skillsoft, the operation of the business by Skillsoft and will also apply to the business and operations of the Post-Combination Company following the completion of the Merger. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Merger, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Skillsoft. You should carefully consider the following risk factors in addition to the other information included in this joint proxy statement/consent solicitation/prospectus, including matters addressed in the section entitled “Forward-Looking Statements; Market, Ranking and Other Industry Data”.
Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect Skillsoft’s or the combined company’s business, financial condition or results of operations or the price of Skillsoft’s ordinary shares following the consummation of the transactions contemplated by the Skillsoft Merger Agreement.
In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
Risks Related to the Operation of the Acquired Businesses
In this section, unless otherwise noted or the context otherwise requires, “we”, “us”, and “our” refer to Skillsoft.
The ongoing COVID-19 pandemic has impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve. We are unable to predict the extent to which the pandemic and related effects will adversely impact our business operations, financial performance, results of operations, and financial position.
The COVID-19 pandemic has resulted in a widespread health crisis and numerous disease control measures are being taken to limit its spread.
The impact of the pandemic on our business has included or could in the future include:

increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic;

adverse effects on economies and financial markets globally or in various markets throughout the world, potentially leading to a prolonged economic downturn or reductions in business spending, which may result in decreased net revenue, gross margins, or earnings and/or in increased expenses;

reduced sales as a result of restrictions on travel, limiting the ability to stage in-person demonstrations, as well as prompting potential customers to defer purchase decisions given concerns over implementation of new solutions;

workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of the COVID-19 pandemic at certain of our locations around the world in an effort to protect the health and well-being of our employees and customers and of the communities in which we operate (including working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our offices at any one time, further restricting access to our facilities, suspending employee travel and the inability to meet in person with customers);

the inability for customers to pay based on the impact of the COVID-19 pandemic on their businesses;

adverse effects on employee productivity and performance if required to work remotely for an even longer period of time;
 
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increases in health and welfare program costs;

the inability to procure the required equipment or services from partners and suppliers in a timely manner;

requests from customers to reduce their spend with us as a result of workforce reductions that they have had to undertake;

increased vulnerability to cyberattacks due to the significant number of employees working remotely; and

our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce.
The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. These impacts, individually or in the aggregate, could have a material and adverse effect on our business, results of operations and financial condition. Such effect may be exacerbated in the event the pandemic and the measures taken in response to it, and their effects, persist for an extended period of time, or if there is a resurgence of the outbreak. Under any of these circumstances, the resumption of normal business operations may be delayed or hampered by lingering effects of the COVID-19 pandemic on our operations, partners, and customers.
Failure of customers to fully adopt and migrate to our Percipio platform could result in lost revenue.
We developed Percipio, our intelligent online learning platform, to replace our legacy platform, Skillport. Successful migration of existing customers from Skillport to Percipio, is essential to our ability to maintain these customer relationships. As of January 31, 2021, approximately 63% of our customers either have agreements for Percipio-only access or for Dual Deployment (as defined below) access, representing approximately 75% of our total annual recurring revenue (ARR). Certain customers have only partially migrated to Percipio, and other customers continue to utilize our Skillport platform only. One reason customers have not migrated to the Percipio platform, partially or fully, is that the Percipio platform is not yet at feature parity with Skillport. While we expect Percipio to be at substantial parity with Skillport in 2021, including having completed integrations with applicable HCM partners, there can be no assurance that we will complete the required work or that once completed, we will be able to migrate those customers now on Skillport to Percipio. Given our intention to continue our focus and resources on our Percipio platform, it can be expected that we will lose customers that are unwilling to migrate to Percipio from Skillport over the next several years.
Failure to effectively retain, expand, and continue to increase the productivity of our direct sales teams and develop and expand our indirect sales channel may impede our growth.
We will need to continue to increase the productivity and enhance the efficiency and effectiveness of our sales and marketing infrastructure in order to grow our customer base and our business. Identifying, recruiting, and onboarding these people and partners will require significant time, expense, and attention. Our business will be seriously harmed and our financial resources will be wasted if our efforts do not generate a corresponding increase in revenue, and we may be required to sacrifice near-term growth and divert management time and attention in order to drive growth. In particular, if we are unable to successfully optimize our sales structure to strengthen core competencies, align incentives, improve retention, and grow new business, we may not be able to significantly increase our revenue, profitability, and/or free cash flows.
If our security measures are breached or unauthorized access to customer data is otherwise obtained, our platforms may be perceived as insecure, we may lose existing customers or fail to attract new customers, our reputation may be harmed, and we may incur significant liabilities.
Unauthorized access to, or other security breaches of, our platforms or the other systems or networks used in our business, including those of our vendors, contractors, or those with which we have strategic relationships, could result in the loss, compromise or corruption of data, loss of business, reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation,
 
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indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and other liabilities. We have cyber/professional liability insurance coverage for certain information security and privacy damages and claim expenses, but this coverage may be insufficient to compensate us for all liabilities that we may incur.
Our platform and the other systems or networks used in our business are also at risk for breaches as a result of third-party action, or employee, vendor, or contractor error or malfeasance. Security is one of the learning curricula we provide on our platform, which may cause our platform to be a target for hackers and others, and which may cause our brand, credibility, and reputation to be particularly sensitive to any security breaches. We have incurred and expect to continue to incur significant expenses to prevent security breaches, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. However, since the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately on our business.
Increased competition may result in decreased demand for our products and services, which may result in reduced revenue and gross profits and loss of market share.
The market for corporate learning and talent development solutions is highly fragmented, rapidly evolving and competitive. In addition to increased competition from new companies entering the market, established companies are entering the market through acquisitions of smaller companies, which directly compete with us, and this trend is expected to continue. We may also face competition from publishing companies, educational institutions, vendors of enterprise application software, and human resource outsourcers, including those vendors with whom we have formed development and marketing alliances. Our primary sources of direct competition are:

third-party suppliers of instructor-led information technology, software development, compliance, business, leadership management, and professional skills education and training;

enterprise software application providers with solutions they have developed to meet the needs of the human capital management;

technology companies that offer learning courses covering their own technology products;

suppliers of digital or distance learning solutions;

free learning content;

internal education and training departments and human resources outsourcers of potential customers;

value-added resellers and network integrators; and

educational institutions.
Growing competition may result in price reductions, reduced revenue and gross profits, and loss of market share, any one of which would have a material adverse effect on our business. Current and potential competitors have and may have substantially greater financial, technical, sales, marketing and other resources, as well as greater name recognition, and we may face increasing price pressures from competitors as buyers demand more value for their learning and talent development budgets. Accordingly, we may be unable to provide digital learning and talent development solutions that compare favorably with new technology-led techniques, other interactive training software or human capital management platforms, or new learning solutions. Our future success will depend upon the extent to which we are able to develop and implement products which address emerging market requirements on a cost effective and timely basis. Product development is risky because it is difficult to foresee developments in technology, coordinate technical personnel, and identify and eliminate design flaws. Any significant delay in releasing new products could have a material adverse effect on the ultimate success of our products and could reduce sales of predecessor products.
 
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Emerging technologies also impact the competitive landscape for learning and talent development solutions. New content development methodologies and/or features and functionality that enhance the learner experience could adversely impact our ability to compete in the market. New market entrants that provide technologies that improve the content delivery and/or management of learning solutions could also increase the level of competition in the market. In addition, even if companies implement technology-based learning solutions, they may still choose to design, develop, deliver, or manage all or part of their learning and development programs internally. If the shift to technology-based learning is not realized, or if companies do not use the products and services of third parties to develop, deliver, or manage their learning and development needs, then some of our products and services may not achieve commercial success.
Lower priced solutions from competitors and access to free content will put pricing pressure on our solutions, and our ability to compete and maintain pricing will be dependent on our ability to differentiate our learning content and the learner experience our platform delivers.
New products introduced by us may not be successful.
An important part of our growth strategy is the continued development and enhancement of our existing offerings and the introduction of new learning content and the delivery of enhanced platform features and functionality. These activities can open new revenue streams, ensure the currency of our content portfolio, and support customer renewals and upgrades. Despite our efforts, we cannot assure you that we will be successful in updating and enhancing our current learning assets, developing and introducing new learning content, or delivering enhanced or new platform features and functionality, or that what we develop or introduce will be met with commercial acceptance. The failure to successfully introduce new, and enhance existing, learning content and platform functionality will not only hamper our growth prospects, but may also adversely impact our net income due to the development and marketing expenses associated with those offerings.
We depend on senior leadership to manage and operate the business, and if we fail to retain and attract highly qualified employees our business could be harmed.
Our success is largely dependent on the personal efforts and abilities of our senior management. Failure to retain these executives, both prior to and after the consummation of the Merger, or the loss of certain additional senior management personnel or other key employees, could have a material adverse effect on our business and future prospects. In addition, in connection with the Merger and the Global Knowledge Merger, we expect to undergo significant changes to our management team, including the appointment of a new chief executive officer at closing.
Ours is a global business, and our success is also dependent, in part, on our ability to attract and retain qualified sales, marketing, and operational personnel capable of supporting a larger and more diverse worldwide customer base. The loss of a significant number of our technology, content or sales personnel and their services could be disruptive to our development efforts or customer relationships. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and business strategy, which may cause us to lose customers or increase operating expenses and may divert our attention as we seek to recruit replacements for the departed employees.
We rely on third parties to provide us with learning content and subject matter expertise, and have content production relationships with third parties for our courses and learning content, and our relationships with these third parties may be terminated or fail to meet our requirements.
We rely on independent third parties and subject matter experts to provide us with some of the learning content for certain of our courses and learning assets based on learning objectives and specific instructional design templates which we develop. We also have arrangements with content development partners for the production of our learning courseware and other digital learning assets. If these group development partners and content providers/subject matter experts were to stop working with us, we cannot predict whether content would be available from reliable alternative sources or that we could enter into development partner relationships on reasonable terms and in a timely manner. In addition, our digital book
 
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collections rely on third-party publishers to provide the content that is in our digital book offerings. If one or more of these publishers were to terminate their license with us, we may not be able to find substitute publishers for such content or we may be forced to pay increased royalties to these publishers to continue our licenses with them.
In the event that we are unable to maintain or expand our current development relationships or enter into new development relationships, our operating results and financial condition could be materially adversely affected. In addition, the collaborative nature of the development process under these arrangements may result in longer development times and less control over the timing of delivery of certain product offerings. Our strategic partners may from time to time renegotiate the terms of their agreements with us, which could result in changes to the royalty or other economic terms, which could reduce our gross margins.
The partners we rely on as part of the production process and for content or subject matter expertise may compete with us, which could harm our results of operations. Our agreements with these third parties generally do not restrict them from developing content for our competitors or from competing directly with us.
Acquisitions, including the proposed acquisition of Global Knowledge, may not produce the benefits we anticipate and could harm our current operations.
One aspect of our business strategy is to pursue acquisitions of businesses or technologies that will contribute to our future growth. However, we may not be successful in identifying or consummating attractive acquisition opportunities. Moreover, any acquisitions we do consummate may not produce benefits commensurate with the purchase price we pay or our expectations for the acquisition. Finally, acquisitions involve numerous risks, including:

difficulties in integrating the technologies, operations, business systems, financial controls, and personnel of the acquired company;

failure to realize expected synergies or capture the value required for the acquisition to be successful;

difficulties in retaining or transitioning customers and employees of the acquired company;

diversion of management time and focus;

the incurrence of unanticipated expenses associated with the acquisition or the assumption of unknown liabilities or unanticipated financial, accounting or other problems of the acquired company; and

accounting charges related to the acquisition, including restructuring charges, transaction costs, write-offs of in-process research and development costs, and subsequent impairment charges relating to goodwill or other intangible assets acquired in the transaction.
Our success is dependent on the reliability and consistent performance of our information systems and our Software as a Service (“SaaS”) infrastructure.
Our success is highly dependent on the consistent performance of our information systems and Internet infrastructure. If our SaaS environment fails for any reason or if it experiences any unscheduled downtimes, even for only a short period, our business and reputation could be materially harmed. We have in the past experienced performance problems and unscheduled downtime, and these problems could recur. We currently rely on third parties for proper functioning of computer infrastructure, delivery of our learning and talent development applications and the performance of our destination site. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, break-ins, earthquake, financial patterns of hosting providers and similar events. Any system failures could adversely affect customer usage of our solutions and user traffic results in any future quarters, which could adversely affect our revenue and operating results and harm our reputation with customers and commerce partners. The satisfactory performance, reliability, and availability of our website, computer infrastructure and learning platform are critical to our reputation and ability to attract and retain customers and commerce partners. We cannot accurately project the rate or timing of any increase in traffic to our website and, therefore, the integration and timing of any upgrades or enhancements required to facilitate any
 
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significant traffic increase to the website are uncertain. The failure to expand and upgrade our website or if we experience any system error, failure or extended down time, our business, reputation, financial condition or results of operations could be materially harmed.
Our quarterly operating results may fluctuate significantly, limiting your ability to evaluate historical financial results and increasing the likelihood that our results will fall below market analysts’ expectations.
Our operating results have historically fluctuated, and our operating results may in the future continue to fluctuate, as a result of factors, which include, without limitation:

the period between our initial contact with a potential customer and the purchase of our products by that customer, which typically ranges from three to eighteen months or more;

the size, timing and successful closing of new/renewal agreements and upgrades;

the speed of the migration of existing customers to our new platform

the announcement, introduction and acceptance of new products, product enhancements and technologies by us and our competitors;

the mix of sales between our field sales force, our other direct sales channels and our telesales channels;

general conditions in the U.S. and/or the international economy;

the loss of significant customers;

delays in availability of new products;

product or service quality problems;

seasonality — due to the budget and purchasing cycles of our customers, we expect order intake and billings will generally be strongest in the second half of our fiscal year and weakest in the first half of our fiscal year;

the spending patterns of our customers, including their internal budgeting, procurement, and approval processes;

royalty rates;

litigation costs and expenses;

non-recurring charges related to acquisitions;

growing competition that may result in price reductions and customer loss; and

currency fluctuations.
Most of our expenses, such as interest, rent and most employee compensation excluding sales commissions do not vary directly with revenue and are difficult to adjust in the short-term. As a result, if revenue for a particular quarter is below our expectations, we could not proportionately reduce operating expenses for that quarter. Any such revenue shortfall would, therefore, have a disproportionate effect on our expected operating results for that quarter.
Demand for our products and services is susceptible to general global market and economic conditions.
Weakness in the United States, the European Union (the “EU”) and/or the worldwide economy has had and could continue to have a negative effect on demand for our products and our results of operations. Companies may not view training products and services as critical to the success of their businesses. If these companies continue to experience disappointing operating results, whether as a result of adverse economic conditions, competitive issues or other factors, they may decrease or forgo education and training expenditures before limiting their other expenditures or in conjunction with lowering other expenses. In addition, during economic downturns, customers may slow the rate at which they pay vendors or may become unable to pay their debts as they become due, which would have a negative effect on our results of operations and financial condition.
 
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Further, the United Kingdom (the “UK”) withdrew from the EU on January 31, 2020, pursuant to a transitionary withdrawal agreement with the EU that in substance maintains the pre-withdrawal, status quo until the end of 2020. The full impact of the British exit from the EU (commonly known as “Brexit”). On December 24, 2020, the UK and the EU entered into a trade and cooperation agreement, effective January 1, 2021 (the “Brexit Trade Agreement”), which governs, among other things, trade between the UK and the EU. The full impact of the Brexit Trade Agreement and its related consequences remain uncertain, including with respect to ongoing negotiations between the UK and EU and new trade agreements with global trading partners. In addition, conflicts in the Middle East and elsewhere, and the ongoing COVID-19 pandemic have created many economic and political uncertainties which have impacted worldwide markets. These global economic and political conditions may impact our business in a number of ways. The revenue growth and potential profitability of our business depends on demand for digital learning content and enterprise human capital management application software generally and for learning and talent development solutions in particular. We sell our products primarily to large, mid-sized, and small business organizations whose businesses fluctuate based on general economic and business conditions.
In addition, a portion of our customer contract value is attributable to the number of users of our products at each of our customers, which in turn is influenced by the employment and hiring patterns of our customers and potential customers globally. To the extent that economic uncertainty or weak economic conditions cause our customers and potential customers to freeze or reduce their headcount, demand for our products may be negatively affected. Additionally, economic downturns have historically resulted in overall reductions in spending on information technology and learning and talent development solutions as well as pressure from customers and potential customers for extended billing terms. If economic, political, or market conditions deteriorate, or if there is uncertainty around these conditions, our customers and potential customers may elect to decrease their information technology and people development budgets by deferring or reconsidering product purchases, which would limit our ability to grow our business and negatively affect our operating results.
Our results of operations could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events.
Natural disasters, such as earthquakes, hurricanes, tornadoes, floods, and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics, including the ongoing COVID-19 pandemic; political crises, such as terrorist attacks, war, and other political instability; or other catastrophic events, whether occurring in the United States or internationally, could disrupt our operations in any of our offices or the operations of one or more of our third-party providers and vendors. To the extent any of these events occur, our business and results of operations could be adversely affected.
We may be unable to protect our proprietary rights. Unauthorized use of our intellectual property may result in development of products or services that compete with ours. Claims that we infringe upon the intellectual property rights of others could result in costly litigation or royalty payments to third parties, or require us to reengineer or cease sales of our products or services.
Our success depends to a degree upon the protection of our rights in intellectual property. We rely upon a combination of patent, trade secret, copyright, and trademark laws to protect our proprietary rights. We have also entered into, and will continue to enter into, confidentiality agreements with our employees, consultants and third parties to seek to limit and protect the distribution of confidential information. However, we may not have signed protective agreements in every case.
Although we have taken steps to protect our proprietary rights, these steps may be inadequate. Existing patent, trade secret, copyright, and trademark laws offer only limited protection. Moreover, the laws of other countries in which we market our products may afford little or no effective protection of our intellectual property. Additionally, unauthorized parties may copy aspects of our products, services, or technology or obtain and use information that we regard as proprietary. Other parties may also breach protective contracts we have executed or will in the future execute. We may not become aware of, or have adequate remedies in the event of, a breach related to such agreements. Litigation may be necessary in the future to enforce or to determine the validity and scope of our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Even if we were to prevail, such litigation could result in substantial costs and diversion of management and technical resources.
 
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Additionally, third parties have in the past and could in the future claim that our current or future products infringe their intellectual property rights. Any claim, with or without merit, could result in costly litigation or require us to reengineer or cease sales of our products or services, any of which could have a material adverse effect on our business. Infringement claims could also result in an injunction barring the sale of our products or require us to enter into royalty or licensing agreements. Licensing agreements, if required, may not be available on terms acceptable to the combined company or at all. From time to time we learn of parties that claim broad intellectual property rights in the learning and talent development area that might implicate our offerings. These parties or others could initiate actions against us in the future.
Our worldwide operations are subject to risks that could negatively impact our future operating results.
We expect that international operations will continue to account for a large portion of our revenue and are subject to inherent risks, including:

difficulties or delays in developing and supporting non-English language versions of our products and services;

political and economic conditions in various jurisdictions;

difficulties in staffing and managing foreign subsidiary operations;

multiple, conflicting and changing governmental laws and regulations;

the influence of works councils or similar employee representative bodies on the procurement process and customer investment decisions;

protectionist laws and business practices that may favor local competitors;

difficulties in finding and managing local resellers;

foreign currency fluctuations, including the Euro, pound sterling, Canadian dollar, Australian dollar, Indian rupee, Singapore dollar and related currencies;

potential adverse tax consequences; and

the absence or significant lack of legal protection for intellectual property rights.
Any of these factors could have a material adverse effect on our future operations outside of the United States, which could negatively impact our future operating results.
We might require additional capital to support our growth, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing platform or acquire complementary businesses, technologies, and content. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our ordinary shares. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our growth and to respond to business challenges could be significantly impaired.
Our business could be affected by new governmental regulations regarding the Internet as well as by changes impacting the speed and reliability of the Internet.
Various laws and regulations could impede the growth of the Internet or other online services, and new laws and regulations may be adopted in the future. These laws and regulations could limit internet neutrality, involve taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution,
 
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electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for, or the usage of, our platform. To date, government regulations have not materially restricted use of the Internet in most parts of the world. However, the legal and regulatory environment pertaining to the internet is uncertain and governments may impose regulation in the future. New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet, regulatory agencies may begin to more rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments or by governments of foreign jurisdictions.
Any factors that adversely affect Internet usage could disrupt the ability of those users to access our learning and talent development solutions, which would adversely affect customer satisfaction and therefore our business. In addition, such changes in laws could increase our costs of doing business or prevent us from delivering our services over the internet or in specific jurisdictions, which could harm our business and our results of operations.
Our ability to increase the effectiveness and scope of our services to customers is ultimately limited by the speed and reliability of both the Internet and our customers’ internal networks. Consequently, the emergence and growth of the market for our products and services depends upon the improvements being made to the entire Internet as well as to our individual customers’ networking infrastructures to alleviate overloading and congestion. If these improvements are not made, and the quality of networks degrades, the ability of our customers to use our products and services will be hindered and our revenue may suffer.
Existing or future laws and regulations relating to privacy or data security could increase the cost of our products, limit their use and adoption, and subject us or our customers to litigation, regulatory investigations and penalties, and other potential liabilities.
The U.S. and various state governments have adopted or proposed laws governing the collection, use, storage, sharing and processing of personal data. Several foreign jurisdictions, including but not limited to the EU and its member states, the UK, Korea, Japan, Singapore, Australia, and India, have adopted legislation (including directives or regulations) that increase or change the requirements governing the personal data of individuals in these jurisdictions. In some cases, these laws impose obligations not only on many of our customers, but also directly on us. These laws and regulations are complex and change frequently, at times due to differing economic conditions and changes in political climate, with new laws and regulations proposed frequently and existing laws and regulations subject to different and conflicting interpretations. These laws have the potential to increase costs of compliance, risks of noncompliance and penalties for noncompliance, and the cost and complexity of selling and delivering our solutions.
For example, the EU’s General Data Protection Regulation (“GDPR”), which took effect on May 25, 2018, imposes obligations on our customers and directly on us. Among other obligations under the GDPR, we are required to give more detailed disclosure about how we collect, use and share personal data; contractually commit to data protection measures in our contracts with customers; maintain adequate data security measures; notify regulators and affected individuals of certain personal data breaches; meet extensive privacy governance and documentation requirements; and honor individuals’ expanded data protection rights, including their rights to access, correct and delete their personal data. Companies that violate the GDPR can face fines of up to the greater of 20 million euros or 4% of their worldwide annual revenue, and restrictions on data processing. Our customers’ or our vendors’ failure to comply with the GDPR could lead to significant fines imposed by regulators or restrictions on our ability to process personal information as needed to provide our services. We may also be obligated to assist our customers with their own compliance obligations under the GDPR.
In addition, the mechanisms allowing companies to transfer personal data outside of the European Economic Area (“EEA”) face ongoing legal challenges in the EU and threaten our ability to lawfully process personal data where we operate outside of the EEA. These challenges have been brought against the European Commission’s Standard Contractual Clauses for transfers of personal data, on which we rely to transfer personal data from the EEA. Loss of our ability to lawfully transfer personal data out of the EEA to any other jurisdictions may cause reluctance or refusal by current or prospective European customers to use our products. Additionally, other countries outside of the EEA have passed or are considering passing laws requiring local data residency, which could increase the cost and complexity of delivering our services.
 
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In addition, the California legislature passed the California Consumer Privacy Act of 2018 (“CCPA”), which took effect on January 1, 2020. The CCPA gives California residents certain rights similar to the individual rights given under the GDPR, including the right to access and delete their personal information, opt-out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA prohibits discrimination against individuals who exercise their privacy rights, provides for civil penalties for violations, and creates a private right of action for data breaches that is expected to increase data breach litigation. Since the enactment of the CCPA, new privacy and data security laws have been proposed in more than half of the U.S. states and in the U.S. Congress, reflecting a trend toward more stringent privacy legislation in the United States.
The costs of compliance with, and other burdens imposed by, privacy and data security laws and regulations may limit the use and adoption of our services, lead to negative publicity, reduce overall demand for our services, make it more difficult to meet expectations of or commitments to customers, require us to take on more onerous obligations in our contracts with customers, lead to significant fines, penalties or liabilities for noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. These laws could also impact our ability to offer, or our customers’ ability to deploy, our services in certain locations. The costs, burdens, and potential liabilities imposed by existing privacy laws could be compounded if other jurisdictions in the United States or abroad begin to adopt similar or more stringent laws.
Furthermore, concerns regarding data privacy and security may cause our customers’ customers to resist providing data that allows our customers to use our services more effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.
Any of these matters could materially adversely affect our business, financial condition, or operational results.
Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, and other anti-corruption, anti-bribery, and anti-money laundering laws in various jurisdictions both domestic and abroad. We leverage third parties, including channel partners, to sell subscriptions to our solution and conduct our business abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot guarantee that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any violation of the FCPA, the UK Bribery Act, or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. or other government contracts, all of which may have an adverse effect on our reputation, business, operating results, and prospects.
Our business could be adversely affected if our products contain errors.
Software products contain known and undetected errors or “bugs” that result in product failures. The existence of bugs could result in loss of or delay in revenue, loss of market share, diversion of product development resources, injury to reputation or damage to efforts to build brand awareness, any of which could have a material adverse effect on our business, operating results and financial condition.
Changes in tax laws, unfavorable resolution of tax examinations, or exposure to additional tax liabilities could have a material adverse effect on our results of operations, financial condition and liquidity.
We operate in a number of tax jurisdictions globally, including in the U.S., Ireland and Luxembourg. Governments in the jurisdictions in which we operate implement changes to tax laws and regulations
 
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periodically. Any implementation of tax laws that fundamentally change the taxation of corporations in the U.S., Ireland or Luxembourg and other applicable jurisdictions could materially impact our effective tax rate and could have a significant adverse impact on our financial results.
We are also subject to examinations of our tax returns by tax authorities in various jurisdictions around the world. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for taxes. These assessments can require a high degree of judgment and estimation. Intercompany transactions associated with the sale of services and intellectual property and cost share arrangements are complex and affect our tax liabilities. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. Successful unilateral or multi-jurisdictional actions by various tax authorities, including in the context of our current or future corporate operating structure and third-party and intercompany arrangements (including transfer pricing and the manner in which we develop, value and use our intellectual property), may increase our worldwide effective tax rate, result in additional taxes or other costs or have other material consequences, which could harm our operations, financial results and condition. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our financial results and condition.
We could be subjected to legal actions based upon the content we include in our courseware or learning assets.
It is possible that we could become subject to legal actions based upon claims that our course content or other learning assets infringe the rights of others or is erroneous. Any such claims, with or without merit, could subject us to costly litigation and the diversion of our financial resources and management personnel. The risk of such claims is exacerbated by the fact that certain learning content is provided by third parties over whom we exert limited control. Further, if such claims are successful, we may be required to alter the content, pay financial damages, or obtain content from others.
Risks Related to Skillsoft’s Indebtedness and Certain Other Obligations
In this section, “we”, “us”, and “our” refer to Skillsoft.
Our degree of leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting obligations on our indebtedness.
Our degree of leverage could have potentially adverse consequences, including: making it more difficult for us to make payments on our indebtedness; increasing our vulnerability to general economic and industry conditions; requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, research and development and future business opportunities; exposing us to the risk of increased interest rates under our credit facilities to the extent such facilities have variable rates of interest; limiting our ability to make strategic acquisitions and investments; limiting our ability to refinance our indebtedness as it becomes due; and limiting our ability to adjust quickly or at all to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.
Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our financing agreements contain various covenants that limit our ability to engage in specific types of transactions. These covenants limit our and our subsidiaries’ ability to incur or guarantee additional debt and issue or sell certain preferred stock; pay dividends on, redeem or repurchase our capital stock; make certain acquisitions or investments; incur or assume certain liens; enter into transactions with affiliates; and sell assets to, or merge or consolidate with, another company. A breach of any of these covenants could result in a default under our debt instruments.
We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive
 
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conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
Additionally, our subsidiaries may not be able to, or may not be permitted to, make distributions or debt repayments to enable us to make payments in respect of our indebtedness. Each such subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from them. While our existing credit agreements limit the ability of our guarantor subsidiaries to incur consensual encumbrances and include restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive cash from our subsidiaries, we will be unable to make required principal and interest payments on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our existing credit agreements restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could otherwise realize from such dispositions and any such proceeds that are realized may not be adequate to meet any debt service obligations then due.
Risks Related to Skillsoft’s Previous Capital Structure and Resulting Chapter 11 Cases
In this section, “we”, “us”, and “our” refer to Skillsoft.
The ongoing effects of our prior capital structure, including our recent emergence from the Chapter 11 Cases, could adversely affect our business and relationships.
The level of prior indebtedness impacted us in several ways, including our ability to invest in the business. This indebtedness led to filing the Chapter 11 Cases. We have only recently emerged from bankruptcy. Our ability to change the public perception relating to our prior capital structure and recently consummated Chapter 11 Cases may have an impact on our ability to continue to attract our customers, which is critical to our ability to achieve long-term profitability, and a negative public perception of our business due to our recently consummated bankruptcy proceedings may have a materially adverse effect on our results of operations and financial condition.
We may not be able to achieve or sustain profitability in the future.
Due principally to our prior capital structure, we have incurred losses in each of our last five fiscal years. As noted in “Information About Skillsoft — Non-GAAP Financial Measures”, our Adjusted EBITDA has also declined over this period. While we believe we are taking the right steps to improve profitability over the long-term, we may not be able to achieve or sustain profitability on a consistent quarterly or annual basis. Failure to maintain profitability in future periods may materially and adversely affect our ability to make payments on our outstanding debt obligations.
Information contained in our historical financial statements will not be comparable to the information contained in our financial statements after the application of fresh-start accounting.
Following our emergence from Chapter 11 of the Bankruptcy Code, our financial condition and results of operations from and after August 27, 2020 will not be comparable to the financial condition or results of operations in our historical financial statements. This will make it difficult for our stockholders and others to assess our performance in relation to prior periods. As a result of our restructuring, our financial statements are subject to the fresh-start accounting provisions of GAAP. In the application of fresh-start accounting, an allocation of the reorganization value is made to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations. Adjustments to the
 
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carrying amounts could be material and could affect prospective results of operations as balance sheet items are settled, depreciated, amortized or impaired. We test goodwill and indefinite lived intangible assets for impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We evaluate other long-lived assets for impairments whenever events or changes in circumstances indicate the carrying value may not be recoverable. Impairments could occur in the future if our expected future cash flows decline, market or interest rate environments deteriorate, or if carrying values change materially compared with changes in their respective fair values.
Risks Related to Skillsoft’s Internal Control Over Financial Reporting and Critical Accounting Policies
In this section, “we”, “us”, and “our” refer to Skillsoft.
If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.
The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our ordinary shares. Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, fresh-start accounting, sales commissions costs, long-lived assets and accounting for income taxes including deferred tax assets and liabilities.
We have identified material weaknesses in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and stock price.
Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our controls over financial reporting. When we are required to comply with Sections 404(a) and (b) of the Sarbanes-Oxley Act, our assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal control over financial reporting.
In connection with the audit of our financial statements for the year ended January 31, 2020, we identified several material weaknesses in our internal control over financial reporting. We did not maintain effective internal control over financial reporting related to the control environment component of Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO framework, in areas relating to accounting for capitalization and borrowings from our prior parent company, the accounting for income tax valuation allowances and the calculation of goodwill impairment for our reporting units. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
We did not maintain effective internal control over financial reporting related to the COSO framework, as the Company had not designed and implemented effective internal controls related to:
 
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Accounting for transactions between Pointwell Limited and its former parent company, including related to intercompany debt and the capitalization of Pointwell Limited. We believe such finding primarily resulted from financial statements of Pointwell Limited not having been prepared and reported previously.

Accounting for the scheduling of deferred tax asset valuation allowances.

Determination of goodwill impairment loss, including the consideration of deferred tax liabilities in the calculation of the carrying values of the reporting units.

Fresh-start accounting.
Because the first and fourth weaknesses related to accounting with our former parent on financial statements not having been previously prepared and to accounting for the reorganization, respectively, management does not believe they will recur in future periods. For the other two weaknesses, management has secured qualified, third-party professional resources to assist management in these technical accounting areas going forward. This assistance may be expensive and time consuming and may distract our management team. Additionally, we may not be able to fully remediate these material weaknesses until these steps have been operating effectively for a sufficient period of time. If we are unable to maintain effective internal control over financial reporting, our financial statements and related disclosures may be inaccurate, which could have a material adverse effect on our business and our stock price.
Risks Related to Global Knowledge’s Business
Global Knowledge’s corporate training services business may be disproportionately impacted by an economic downturn.
Global Knowledge’s business of providing corporate training services is particularly sensitive to general economic conditions, as its corporate customers often defer or eliminate training services to control costs when facing financial pressure. Challenging economic conditions may therefore have a disproportionately negative impact on revenue from Global Knowledge’s corporate training services, which constitutes a significant portion of its revenue.
The market for instructor led, synchronous, in-classroom learning may continue to decline
The COVID-19 pandemic had a significant and negative impact on in-classroom learning, as schools and other physical learning facilities were shut down in response to the global pandemic. As a result, the delivery of in-classroom learning has either been greatly curtailed or has pivoted to synchronous or asynchronous remote learning.
Global Knowledge’s future success will depend on its ability to offer clients the learning solutions they need in the format they desire and trust. While Global Knowledge has the capability to provide its clients a learning experience using different technologies and modalities, including in-classroom and remote learning, it remains unclear what the lasting impact of the COVID-19 pandemic will be on the in-classroom learning market. Global Knowledge’s business is transitioning from selling individual classes to selling subscriptions.
Failure or perceived failure to comply with regulations relating to career training services could result in the imposition of penalties or the interruption of Global Knowledge’s ability to provide services in certain jurisdictions.
In many jurisdictions in which Global Knowledge operates, career training services are generally subject to licensing requirements. Global Knowledge does not believe that the services provided by Global Knowledge are subject to such licensing requirements, as career-related training provided by Global Knowledge is provided as a business-to-business service through employers of Global Knowledge’s students, and the students themselves are not customers of Global Knowledge. Regulatory action has in the past been taken against Global Knowledge in respect of licensing requirements applicable to providers of career training services in certain jurisdictions and regulatory inquiries have occasionally been made about Global Knowledge’s licensure. Regulators could disagree with Global Knowledge’s assessment regarding the applicability of licensure requirements and take enforcement action against Global Knowledge, including
 
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by imposing penalties or prohibiting Global Knowledge from offering career-related training services in a relevant jurisdiction until Global Knowledge is able to obtain the requisite license.
Global Knowledge may face exposure to foreign currency exchange rate fluctuations.
Most of Global Knowledge’s customer contracts are denominated in U.S. dollars, while Global Knowledge’s operating expenses outside of the United States are often denominated in local currencies. Currently, Global Knowledge does not engage in currency hedging activities to limit the risk of exchange rate fluctuations. Therefore, fluctuations in the relative values of the U.S. dollar and foreign currencies may affect Global Knowledge’s results of operations when converted into U.S. dollars.
Global Knowledge’s exposure to tax liabilities may be greater than anticipated, which could adversely impact its results of operations.
Global Knowledge is subject to income taxes in the United States and various jurisdictions outside of the United States. Global Knowledge’s effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. Global Knowledge’s tax expense could also be impacted by changes in non-deductible expenses, changes in the tax treatment of equity-based compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and the evaluation of new information that results in a change to a tax position taken in a prior period.
The rapid growth of Global Knowledge’s virtual and on-demand subscription skills platforms, Develop.Com and GK Polaris, make it difficult to evaluate the future prospects of these platforms.
Global Knowledge launched its virtual and on-demand subscription skills platforms Develop.Com and GK Polaris in April and May 2020, respectively, and as a result, forecasting Global Knowledge’s future results of operations for these platforms is subject