| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Amendment 1
The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. In addition, the Company did not account for its convertible promissory note and Prosus Agreement as derivative liabilities (the convertible promissory note, Prosus Agreement, together with the Warrants, the “Derivative Instruments”). The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Warrant Accounting Statement”). Specifically, the SEC Warrant Accounting Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Derivative Instruments.
In further consideration of the SEC Warrant Accounting Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815‑40, Contracts in Entity’s Own Equity. ASC Section 815‑40‑15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815‑40‑15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815‑40‑15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815‑40‑25.
As a result of the above, the Company should have classified the Derivative Instruments as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Derivative Instruments at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. See Notes 3, 6, 7, 8, 9, 10 and 11.
The Company’s accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in the Trust Account, operating expenses, or cash.
The table below summarizes the effects of the restatement on the financial statements for all periods being restated:
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As
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Previously
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As
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Reported
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Adjustments
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Restated
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Condensed Balance sheet as of September 30, 2019 (unaudited)
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Total Liabilities
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$
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21,438,614
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$
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55,988,000
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$
|
77,426,614
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Class A Common Stock Subject to Possible Redemption
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669,011,539
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(55,988,000)
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|
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613,023,539
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Class A Common Stock
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|
233
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|
|
558
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|
|
791
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Additional Paid-in Capital
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|
2,491,696
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19,003,076
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|
|
21,494,772
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Retained Earnings (Accumulated Deficit)
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2,506,354
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(19,003,634)
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(16,497,280)
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Total Stockholders’ Equity
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5,000,008
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—
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5,000,008
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Number of Class A common stock subject to redemption
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66,673,530
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(5,579,751)
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61,093,779
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Balance sheet as of December 31, 2019 (audited)
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Total Liabilities
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$
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21,638,123
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$
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56,360,000
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$
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77,998,123
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Class A Common Stock Subject to Possible Redemption
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671,198,229
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(56,360,000)
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614,838,229
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Class A Common Stock
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238
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559
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797
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Additional Paid-in Capital
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305,001
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19,375,075
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19,680,076
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Retained Earnings (Accumulated Deficit)
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4,693,042
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(19,375,634)
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(14,682,592)
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Total Stockholders’ Equity
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5,000,006
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0.00
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5,000,006
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Number of Class A common stock subject to redemption
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66,619,951
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(5,594,026)
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61,025,925
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As
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Previously
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As
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Reported
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Adjustments
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Restated
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Condensed Balance sheet as of March 31, 2020 (unaudited)
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Total Liabilities
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$
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21,805,994
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$
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66,706,000
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$
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88,511,994
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Class A Common Stock Subject to Possible Redemption
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672,720,712
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(66,706,000)
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606,014,712
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Class A Common Stock
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240
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660
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900
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Additional Paid-in Capital
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—
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28,503,490
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28,503,490
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Retained Earnings (Accumulated Deficit)
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4,998,044
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(28,504,150)
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(23,506,106)
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Total Stockholders’ Equity
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5,000,009
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—
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5,000,009
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Number of Class A common stock subject to redemption
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66,602,417
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(6,604,198)
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59,998,219
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Condensed Balance sheet as of June 30, 2020 (unaudited)
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Total Liabilities
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$
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21,739,976
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$
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111,342,000
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$
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133,081,976
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Class A Common Stock Subject to Possible Redemption
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672,594,363
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(111,342,000)
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561,252,363
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Class A Common Stock
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242
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|
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1,102
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1,344
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Additional Paid-in Capital
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126,347
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73,139,048
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73,265,395
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Retained Earnings (Accumulated Deficit)
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4,871,691
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(73,140,150)
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(68,268,459)
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Total Stockholders’ Equity
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5,000,005
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—
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5,000,005
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Number of Class A common stock subject to redemption
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66,584,915
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(11,022,539)
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55,562,376
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Condensed Balance sheet as of September 30, 2020 (unaudited)
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Total Liabilities
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$
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21,689,446
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$
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83,004,000
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$
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104,693,446
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Class A Common Stock Subject to Possible Redemption
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672,501,414
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(83,004,000)
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589,497,414
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Class A Common Stock
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244
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821
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1,065
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Additional Paid-in Capital
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219,294
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44,801,329
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45,020,623
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Retained Earnings (Accumulated Deficit)
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4,778,742
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(44,802,150)
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(40,023,408)
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Total Stockholders’ Equity
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5,000,005
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—
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5,000,005
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Number of Class A common stock subject to redemption
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66,563,478
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(8,215,648)
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58,347,830
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Balance sheet as of December 31, 2020 (audited)
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Total Liabilities
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$
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23,602,761
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$
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129,943,549
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$
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153,546,310
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Class A Common Stock Subject to Possible Redemption
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672,322,591
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(129,943,551)
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542,379,040
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Class A Common Stock
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242
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|
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1,287
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|
|
1,529
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Additional Paid-in Capital
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398,119
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|
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91,740,414
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|
|
92,138,533
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Retained Earnings (Accumulated Deficit)
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4,599,922
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(91,741,699)
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|
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(87,141,777)
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Total Stockholders’ Equity
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5,000,008
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|
|
2
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|
|
5,000,010
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|
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Number of Class A common stock subject to redemption
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66,580,981
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(12,868,479)
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53,712,502
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Condensed Statements of Changes in Stockholders' Equity for the three months ended September 30, 2019 (unaudited)
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Sale of 69,000,000 Units, net of underwriting discount and offering expenses
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$
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655,680,193
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$
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(21,184,366)
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$
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634,495,827
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Sale of 15,800,000 Private Placement Warrants
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15,800,000
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(15,800,000)
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—
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Class A Common stock subject to possible redemption
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(669,011,539)
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55,988,000
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(613,023,539)
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Net income (loss)
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2,507,354
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(19,003,634)
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(16,496,280)
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|
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Statements of Changes in Stockholders' Equity for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
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Sale of 69,000,000 Units, net of underwriting discount and offering expenses
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$
|
655,680,193
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$
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(21,184,366)
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$
|
634,495,827
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Sale of 15,800,000 Private Placement Warrants
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|
15,800,000
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|
|
(15,800,000)
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|
—
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Class A Common stock subject to possible redemption
|
|
|
(669,011,539)
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|
54,173,310
|
|
|
(614,838,229)
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Net income (loss)
|
|
|
4,693,042
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|
|
(19,375,634)
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|
|
(14,682,592)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Changes in Stockholders' Equity for the three months ended March 31, 2020 (unaudited)
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|
|
|
|
|
|
|
|
|
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Class A Common stock subject to possible redemption
|
|
$
|
(1,522,483)
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|
$
|
10,346,000
|
|
$
|
8,823,517
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|
Net income (loss)
|
|
|
1,522,486
|
|
|
(10,346,000)
|
|
|
(8,823,514)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Changes in Stockholders' Equity for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Class A Common stock subject to possible redemption
|
|
$
|
126,349
|
|
$
|
44,636,000
|
|
$
|
44,762,349
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Net loss
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|
|
(126,353)
|
|
|
(44,636,000)
|
|
|
(44,762,353)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Changes in Stockholders' Equity for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Class A Common stock subject to possible redemption
|
|
$
|
92,949
|
|
$
|
(28,338,000)
|
|
$
|
(28,245,051)
|
|
Net income (loss)
|
|
|
(92,949)
|
|
|
28,338,000
|
|
|
28,245,051
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Changes in Stockholders' Equity for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
Class A Common stock subject to possible redemption
|
|
$
|
(1,124,362)
|
|
$
|
73,583,551
|
|
$
|
72,459,189
|
|
Net income (loss)
|
|
|
1,124,364
|
|
|
(73,583,549)
|
|
|
(72,459,185)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,507,354
|
|
$
|
(19,003,634)
|
|
$
|
(16,496,280)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,650,019
|
|
|
(3,811,000)
|
|
|
62,839,019
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.04
|
|
|
—
|
|
|
0.04
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,549,981
|
|
|
3,769,576
|
|
|
23,319,557
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
0.00
|
|
|
(0.81)
|
|
|
(0.81)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,506,354
|
|
$
|
(19,003,634)
|
|
$
|
(16,497,280)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,650,019
|
|
|
(3,811,000)
|
|
|
62,839,019
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.04
|
|
|
—
|
|
|
0.04
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
17,433,711
|
|
|
2,016,285
|
|
|
19,449,996
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
0.00
|
|
|
(0.98)
|
|
|
(0.98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
4,693,042
|
|
$
|
(19,375,634)
|
|
$
|
(14,682,592)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,661,839
|
|
|
(4,700,208)
|
|
|
61,961,631
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.07
|
|
|
0.01
|
|
|
0.08
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
18,180,430
|
|
|
3,258,099
|
|
|
21,438,529
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
(0.01)
|
|
|
(0.90)
|
|
|
(0.91)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
As
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
As
|
|
|
|
Reported
|
|
Adjustments
|
|
Restated
|
|
Condensed Statement of Operations for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,522,486
|
|
$
|
(10,346,000)
|
|
$
|
(8,823,514)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,619,951
|
|
|
(5,594,026)
|
|
|
61,025,925
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,630,049
|
|
|
5,594,026
|
|
|
25,224,075
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
0.00
|
|
|
(0.41)
|
|
|
(0.41)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(126,353)
|
|
$
|
(44,636,000)
|
|
$
|
(44,762,353)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,585,251
|
|
|
(6,587,032)
|
|
|
59,998,219
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.00
|
|
|
—
|
|
|
0.00
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,664,749
|
|
|
6,587,032
|
|
|
26,251,781
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
(0.01)
|
|
|
(1.70)
|
|
|
(1.71)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,396,133
|
|
$
|
(54,982,000)
|
|
$
|
(53,585,867)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,602,601
|
|
|
(6,090,529)
|
|
|
60,512,072
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,647,399
|
|
|
6,090,529
|
|
|
25,737,928
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
(0.01)
|
|
|
(2.13)
|
|
|
(2.14)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(92,949)
|
|
$
|
28,338,000
|
|
$
|
28,245,051
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,563,636
|
|
|
(11,001,260)
|
|
|
55,562,376
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.00
|
|
|
—
|
|
|
0.00
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,686,364
|
|
|
11,001,260
|
|
|
30,687,624
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
0.00
|
|
|
0.92
|
|
|
0.92
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the nine months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,303,184
|
|
$
|
(26,644,000)
|
|
$
|
(25,340,816)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,589,518
|
|
|
(7,739,388)
|
|
|
58,850,130
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,660,482
|
|
|
7,739,388
|
|
|
27,399,870
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
(0.02)
|
|
|
(0.96)
|
|
|
(0.98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,124,364
|
|
$
|
(73,583,549)
|
|
$
|
(72,459,185)
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
66,592,589
|
|
|
(7,868,720)
|
|
|
58,723,869
|
|
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
|
|
0.02
|
|
|
0.01
|
|
|
0.03
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
19,657,411
|
|
|
7,868,720
|
|
|
27,526,131
|
|
Basic and diluted net loss per share, Non-redeemable common stock
|
|
|
(0.02)
|
|
|
(2.67)
|
|
|
(2.68)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,506,354
|
|
$
|
(19,003,634)
|
|
$
|
(16,497,280)
|
|
Transaction costs attributable to the Initial Public Offering
|
|
|
—
|
|
|
(1,125,634)
|
|
|
(1,125,634)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(17,878,000)
|
|
|
(17,878,000)
|
|
Initial classification of Class A common stock subject to redemption
|
|
|
666,500,190
|
|
|
(38,110,000)
|
|
|
628,390,190
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
2,511,349
|
|
|
(17,878,000)
|
|
|
(15,366,651)
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
4,693,042
|
|
$
|
(19,375,634)
|
|
$
|
(14,682,592)
|
|
Transaction costs attributable to the Initial Public Offering
|
|
|
—
|
|
|
(1,125,634)
|
|
|
(1,125,634)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(18,250,000)
|
|
|
(18,250,000)
|
|
Initial classification of Class A common stock subject to redemption
|
|
|
666,500,190
|
|
|
(38,110,000)
|
|
|
628,390,190
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
4,698,039
|
|
|
(18,250,000)
|
|
|
(13,551,961)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,522,486
|
|
$
|
(10,346,000)
|
|
$
|
(8,823,514)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(10,346,000)
|
|
|
(10,346,000)
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
1,522,483
|
|
|
(10,346,000)
|
|
|
(8,823,517)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,396,133
|
|
$
|
(54,982,000)
|
|
$
|
(53,585,867)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(54,982,000)
|
|
|
(54,982,000)
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
1,396,134
|
|
|
(54,982,000)
|
|
|
(53,585,866)
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,303,184
|
|
$
|
(26,644,000)
|
|
$
|
(25,340,816)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(26,644,000)
|
|
|
(26,644,000)
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
1,303,185
|
|
|
(26,644,000)
|
|
|
(25,340,815)
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,124,364
|
|
$
|
(73,583,549)
|
|
$
|
(72,459,185)
|
|
Loss on derivative liabilities
|
|
|
—
|
|
|
(73,583,549)
|
|
|
(73,583,549)
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
1,124,362
|
|
|
(73,583,551)
|
|
|
(72,459,189)
|
Amendment 2
In connection with the preparation of a registration statement and the requirement to include audited financial statements for the year ended December 31, 2021, Skillsoft’s management re-evaluated Churchill’s application of Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) to its accounting classification of the Class A Common Stock issued as part of the units sold in the Initial Public Offering. Churchill had previously classified a portion of the Public Shares in permanent equity because, although the Churchill did not specify a maximum redemption threshold, the Churchill’s Amended and Restated Certificate of Incorporation provides that Churchill will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Based on such re-evaluation, Skillsoft’s management determined that, in accordance with the ASC 480, redemption provisions not solely within the control of Churchill would require common stock subject to redemption to be classified outside of permanent equity and therefore all of the Public Shares subject to redemption should be classified outside of permanent equity. Skillsoft’s management has also determined that the shares of Class A Common Stock issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside Churchill’s control.
Therefore, Skillsoft’s management has concluded that temporary equity should include all the shares of Class A Common Stock subject to possible redemption. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” Skillsoft evaluated the error and has determined that the related impact was material to previously issued financial statements. As a result, Skillsoft’s management has noted a classification error related to temporary equity and permanent equity. These restatements result in a change in classification of Class A common stock, presenting the Class A common stock as common stock subject to possible redemption. The common stock subject to possible redemption was remeasured to adjust form carrying value to redemption value. Increases or decreases in the carry amount of common stock subject to possible redemption are affected by charges against additional paid-in capital (to the extent available), accumulated deficit and common stock.
There has been no change in Churchill’s total assets, liabilities or operating results.
The impact of the restatement on the Company’s financial statements is reflected in the following tables:
|
|
|
|
|
|
|
|
|
|
|
As
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
Reported in
|
|
|
|
|
|
|
|
Form 10K
|
|
|
|
As
|
|
|
|
Amendment 1
|
|
Adjustments
|
|
Restated
|
|
|
|
|
|
|
|
|
|
Condensed Balance sheet as of September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
613,023,539
|
|
79,082,126
|
|
692,105,665
|
|
Class A Common Stock
|
|
791
|
|
(791)
|
|
—
|
|
Additional Paid-in Capital
|
|
21,494,772
|
|
(21,494,772)
|
|
—
|
|
Accumulated Deficit
|
|
(16,497,280)
|
|
(57,586,563)
|
|
(74,083,843)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,008
|
|
(79,082,126)
|
|
(74,082,118)
|
|
Number of Class A common stock subject to redemption
|
|
61,093,779
|
|
7,906,221
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Balance sheet as of December 31, 2019 (audited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
614,838,229
|
|
80,089,074
|
|
694,927,303
|
|
Class A Common Stock
|
|
797
|
|
(797)
|
|
—
|
|
Additional Paid-in Capital
|
|
19,680,076
|
|
(19,680,076)
|
|
—
|
|
Accumulated Deficit
|
|
(14,682,592)
|
|
(60,408,201)
|
|
(75,090,793)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,006
|
|
(80,089,074)
|
|
(75,089,068)
|
|
Number of Class A common stock subject to redemption
|
|
61,025,925
|
|
7,974,075
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Condensed Balance sheet as of March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
606,014,712
|
|
90,672,895
|
|
696,687,607
|
|
Class A Common Stock
|
|
900
|
|
(900)
|
|
—
|
|
Additional Paid-in Capital
|
|
28,503,490
|
|
(28,503,490)
|
|
—
|
|
Accumulated Deficit
|
|
(23,506,106)
|
|
(62,168,505)
|
|
(85,674,611)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,009
|
|
(90,672,895)
|
|
(85,672,886)
|
|
Number of Class A common stock subject to redemption
|
|
59,998,219
|
|
9,001,781
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Condensed Balance sheet as of June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
561,252,363
|
|
135,487,504
|
|
696,739,867
|
|
Class A Common Stock
|
|
1,344
|
|
(1,344)
|
|
—
|
|
Additional Paid-in Capital
|
|
73,265,395
|
|
(73,265,395)
|
|
—
|
|
Accumulated Deficit
|
|
(68,268,459)
|
|
(62,220,765)
|
|
(130,489,224)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,005
|
|
(135,487,504)
|
|
(130,487,499)
|
|
Number of Class A common stock subject to redemption
|
|
55,562,376
|
|
13,437,624
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Condensed Balance sheet as of September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
589,497,414
|
|
107,091,530
|
|
696,588,944
|
|
Class A Common Stock
|
|
1,065
|
|
(1,065)
|
|
—
|
|
Additional Paid-in Capital
|
|
45,020,623
|
|
(45,020,623)
|
|
—
|
|
Accumulated Deficit
|
|
(40,023,408)
|
|
(62,069,842)
|
|
(102,093,250)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,005
|
|
(107,091,530)
|
|
(102,091,525)
|
|
Number of Class A common stock subject to redemption
|
|
58,347,830
|
|
10,652,170
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Balance sheet as of December 31, 2020 (audited)
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
542,379,040
|
|
154,119,491
|
|
696,498,531
|
|
Class A Common Stock
|
|
1,529
|
|
(1,529)
|
|
—
|
|
Additional Paid-in Capital
|
|
92,138,533
|
|
(92,138,533)
|
|
—
|
|
Accumulated Deficit
|
|
(87,141,777)
|
|
(61,979,429)
|
|
(149,121,206)
|
|
Total Stockholders’ Equity (Deficit)
|
|
5,000,010
|
|
(154,119,491)
|
|
(149,119,481)
|
|
Number of Class A common stock subject to redemption
|
|
53,712,502
|
|
15,287,498
|
|
69,000,000
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
Sale of 69,000,000 Units, net of underwriting discount and offering expenses
|
|
634,495,827
|
|
(634,495,827)
|
|
—
|
|
Class A common stock subject to possible redemption
|
|
(613,023,539)
|
|
613,023,539
|
|
—
|
|
Remeasurement for Class A common stock to redemption amount
|
|
—
|
|
(57,586,563)
|
|
(57,586,563)
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Stockholders’ Equity (Deficit) for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
|
|
|
|
|
|
|
|
Sale of 69,000,000 Units, net of underwriting discount and offering expenses
|
|
634,495,827
|
|
(634,495,827)
|
|
—
|
|
Class A common stock subject to possible redemption
|
|
(614,838,229)
|
|
614,838,229
|
|
—
|
|
Remeasurement for Class A common stock to redemption amount
|
|
|
|
(60,431,476)
|
|
(60,431,476)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
8,823,517
|
|
(8,823,517)
|
|
—
|
|
Remeasurement for Class A common stock to redemption amount
|
|
|
|
(1,760,304)
|
|
(1,760,304)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
44,762,349
|
|
(44,762,349)
|
|
—
|
|
Remeasurement for Class A common stock to redemption amount
|
|
|
|
(52,260)
|
|
(52,260)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
(28,245,051)
|
|
28,245,051
|
|
—
|
|
Remeasurement for Class A common stock to redemption amount
|
|
|
|
150,923
|
|
150,923
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
72,459,189
|
|
(72,459,189)
|
|
|
|
Remeasurement for Class A common stock to redemption amount
|
|
|
|
1,571,228
|
|
1,571,228
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
Initial classification of Class A common stock subject to redemption
|
|
628,390,190
|
|
63,715,475
|
|
692,105,665
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(15,366,651)
|
|
17,472,316
|
|
2,105,665
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
|
|
|
|
|
|
|
|
Initial classification of Class A common stock subject to redemption
|
|
628,390,190
|
|
63,415,475
|
|
692,105,665
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(13,551,961)
|
|
16,373,959
|
|
2,821,638
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(8,823,517)
|
|
10,583,821
|
|
1,760,304
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(53,585,866)
|
|
55,397,930
|
|
1,812,564
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(25,340,815)
|
|
27,002,456
|
|
1,661,641
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
Change in value of Class A common stock subject to possible redemption
|
|
(72,459,189)
|
|
74,030,417
|
|
1,571,228
|
In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculated to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss). The impact of this restatement on the Company’s financial statements is reflected in the following table:
|
|
|
|
|
|
|
|
|
|
|
As
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
Reported in
|
|
|
|
|
|
|
|
Form 10K
|
|
|
|
As
|
|
|
|
Amendment 1
|
|
Adjustments
|
|
Restated
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
62,839,019
|
|
5,410,981
|
|
68,250,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.04
|
|
(0.23)
|
|
(0.19)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
23,319,557
|
|
(6,069,557)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(0.81)
|
|
0.62
|
|
(0.19)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the period from April 11, 2019 (inception) to September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
62,839,019
|
|
(26,333,205)
|
|
36,505,814
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.04
|
|
(0.35)
|
|
(0.31)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
19,449,996
|
|
(2,199,996)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(0.98)
|
|
0.67
|
|
(0.31)
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the period from April 11, 2019 (inception) to December 31, 2019 (audited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
61,961,631
|
|
(14,132,086)
|
|
47,829,545
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.08
|
|
(0.31)
|
|
(0.23)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
21,438,529
|
|
(4,188,529)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(0.91)
|
|
0.68
|
|
(0.23)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
61,025,925
|
|
7,974,075
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.02
|
|
(0.12)
|
|
(0.10)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
25,224,075
|
|
(7,974,075)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(0.41)
|
|
0.31
|
|
(0.10)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
59,998,219
|
|
9,001,781
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
—
|
|
(0.52)
|
|
(0.52)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
26,251,781
|
|
(9,001,781)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(1.71)
|
|
1.19
|
|
(0.52)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
60,512,072
|
|
8,487,928
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.03
|
|
(0.65)
|
|
(0.62)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
25,737,928
|
|
(8,487,928)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(2.14)
|
|
1.52
|
|
(0.62)
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
55,562,376
|
|
13,437,624
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
—
|
|
0.33
|
|
0.33
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
30,687,624
|
|
(13,437,624)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
0.92
|
|
(0.59)
|
|
0.33
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the nine months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
58,850,130
|
|
10,149,870
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.03
|
|
(0.32)
|
|
(0.29)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
27,399,870
|
|
(10,149,870)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(0.98)
|
|
0.69
|
|
(0.29)
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the year ended December 31, 2020 (audited)
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
58,723,869
|
|
10,276,131
|
|
69,000,000
|
|
Basic and diluted net income per share, Class A common stock
|
|
0.03
|
|
(0.87)
|
|
(0.84)
|
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
27,526,131
|
|
(10,276,131)
|
|
17,250,000
|
|
Basic and diluted net loss per share, Class B common stock
|
|
(2.68)
|
|
1.84
|
|
(0.84)
|
|