Skillsoft Corporation Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

FAIR VALUE MEASUREMENTS (Tables)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of assets measured at fair value on a recurring basis

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		March 31,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	697,018,229	$	696,957,196

Liabilities:
Warrant liability-Public Warrants	1		33,810,000		45,310,000
Warrant liability-Private Placement Warrants	3		26,702,000		32,548,000
Prosus Agreement liability	3		24,532,413		50,481,190
Conversion option liability	3		1,632,013		1,604,359

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,		December 31,
Description	Level	2020		2019

Assets:
Cash and marketable securities held in Trust Account	1	$	696,957,196	$	695,295,418

Liabilities:
Warrant Liabilities–Public Warrants	1		45,310,000		32,660,000
Warrant Liabilities–Private Placement Warrants	3		32,548,000		23,700,000
Prosus subscription agreement liability	3		50,481,190		—
Conversion option liability	3		1,604,359		—

Schedule of fair value of warrant liabilities


	Private Placement		Public
	Warrants		Warrants		Warrant Liabilities
January 1, 2021	$	32,548,000	$	45,310,000	$	77,858,000
Change in valuation inputs or other assumptions		(5,846,000)		(11,500,000)		(17,346,000)
Fair value as of March 31, 2021		26,702,000		33,810,000		60,512,000


	Private Placement		Public		Warrant Liabilities
Fair value as of April 11, 2019 (inception)	$	—	$	—	$	—
Initial measurement on July 1, 2019		15,800,000		22,310,000		38,110,000
Change in valuation inputs or other assumptions		7,900,000		10,350,000		18,250,000
Fair value as of December 31, 2019		23,700,000		32,660,000		56,360,000
Change in valuation inputs and other assumptions		8,848,000		12,650,000		21,498,000
Fair value as of December 31, 2020	$	32,548,000	$	45,310,000	$	77,858,000

Private Placement Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of quantitative information regarding Level 3 fair value measurements inputs

*The underlying warrant value equals the calculated fair value of the private placement warrants as of each date presented and determined based on the following significant inputs:


	At			As of March 31,
	issuance			2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.97		$	10.00
Volatility		30.0	%		25	%
Probability of completing a Business Combination		85.0	%		90	%
Term		5.28			5.08
Risk-free rate		0.41	%		0.94	%
Dividend yield		0.0	%		0.0	%

Prosus Agreement Liability Member

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of quantitative information regarding Level 3 fair value measurements inputs

As of inception and March 31, 2021, the estimated fair value of Prosus Agreement Liability was determined based on the following significant inputs:


	At			As of March 31,
	inception			2021
Exercise price	$	400.0	M	$	500.0	M
Underlying value	$	436.8	M	$	524.5	M
Volatility		40.0	%		N/A
Term		0.55			0.08
Risk-free rate		0.12	%		0.08	%
Dividend yield		0.00	%		N/A

Black-Scholes Valuation | Private Placement Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of quantitative information regarding Level 3 fair value measurements inputs

As of issuance and March 31, 2021, the estimated fair value of Warrant Liability–Private Placement Warrants were determined using a Black-Scholes valuation and based on the following significant inputs:


	At			As of March 31,
	issuance			2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.68		$	10.00
Volatility		16.5	%		25	%
Probability of completing a Business Combination		80.0	%		90	%
Term		5.33			5.08
Risk-free rate		1.86	%		0.94	%
Dividend yield		0.0	%		0.0	%

Black-Scholes Valuation | Conversion Option Liability

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of quantitative information regarding Level 3 fair value measurements inputs

At inception and March 31, 2021, the estimated fair value of Conversion option liability was determined based on the following significant inputs:


	At			As of March 31,
	issuance			2021
Exercise price	$	1.00		$	1.00
Underlying warrant value	$	1.92	*	$	2.09	*
Volatility		125.0	%		115.0	%
Number of Class A Shares		1.5	M%		1.5	M%
Term		0.28			0.08
Risk-free rate		0.09	%		0.01	%
Dividend yield		0.0	%		0.0	%