risk factors ” and elsewhere in this annual report on form 10-k. forward looking statements all statements other than statements of historical fact included in this form 10-k including , without limitation , statements under “ management 's discussion and analysis of financial condition and results of operations ” regarding the company 's financial position , business strategy and the plans and objectives of management for future operations , are forward-looking statements . when used in this form 10-k , words such as “ anticipate , ” “ believe , ” “ estimate , ” “ expect , ” “ intend ” and similar expressions , as they relate to us or the company 's management , identify forward-looking statements . such forward-looking statements are based on the beliefs of management , as well as assumptions made by , and information currently available to , the company 's management . actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the sec . the following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this form 10-k. certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties . overview we are a blank check company formed under the laws of the state of delaware 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 . we intend to effectuate our business combination using cash from the proceeds of the ipo and the sale of the private placement warrants , our capital stock , debt or a combination of cash , stock and debt . recent developments skillsoft merger agreement on october 12 , 2020 , we entered into an agreement and plan of merger ( the “ skillsoft merger agreement ” ) by and between us and skillsoft . pursuant to the terms of the skillsoft merger agreement , a business combination between us and skillsoft will be effected through the merger of skillsoft with and into the company , with the company surviving as the surviving company ( the “ skillsoft merger ” ) . at the effective time of the skillsoft merger ( the “ effective time ” ) , ( a ) each class a share of skillsoft , with nominal value of $ 0.01 per share ( “ skillsoft class a shares ” ) , outstanding immediately prior to the effective time , will be automatically canceled and we will issue as consideration therefor ( i ) such number of shares of our class a common stock , par value $ 0.0001 per share ( the “ churchill class a common stock ” ) equal to the class a first lien exchange ratio ( as defined in the skillsoft merger agreement ) , and ( ii ) the company 's class c common stock , par value $ 0.0001 per share ( the “ churchill class c common stock ” ) , equal to the class c exchange ratio ( as defined in the skillsoft merger agreement ) , and ( b ) each class b share of skillsoft , with nominal value of $ 0.01 per share ( “ skillsoft class b shares ” ) , will be automatically canceled and the company will issue as consideration therefor such number of shares of the company 's class a common stock equal to the per class b share merger consideration ( as defined in the skillsoft merger agreement ) . pursuant to the terms of the skillsoft merger agreement , the company is required to use commercially reasonable efforts to cause the company class a common stock to be issued in connection with the transactions contemplated by the skillsoft merger agreement ( the “ skillsoft transactions ” ) to be listed on the new york stock exchange ( “ nyse ” ) prior to the closing of the skillsoft merger ( the “ skillsoft closing ” ) . immediately following the effective time , the company will redeem all of the shares of class c common stock issued to the holders of skillsoft class a shares for an aggregate redemption price of ( i ) $ 505,000,000 in cash and ( ii ) indebtedness under the existing second out credit agreement ( as defined in the skillsoft merger agreement ) , as amended by the existing second out credit agreement amendment ( as defined in the skillsoft merger agreement ) , in the aggregate principal amount equal to the sum of $ 20,000,000 to be issued by the surviving corporation ( as defined in the skillsoft merger agreement ) or one of its subsidiaries , in each case , pro rata among the holders of churchill class c common stock issued in connection with the skillsoft merger . 39 the consummation of the proposed skillsoft transactions is subject to the receipt of the requisite approval of ( i ) the stockholders of churchill ( the “ churchill stockholder approval ” ) and ( ii ) the shareholders of skillsoft ( the “ skillsoft shareholder approval ” ) and the fulfillment of certain other conditions . in october 2020 , the company was advanced $ 2,000,000 for expenses incurred with with skillsoft merger . if the planned business combination is not completed , the company would be required to refund any unused amount . story_separator_special_tag 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 skillsoft 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 ” ) . 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 , to be issued at the closing of the merger ( the “ suro subscription agreement ” ) . 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 skillsoft merger . 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 , to be issued at the closing of the global knowledge merger ( the “ lodbrok subscription agreement ” ) . 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 . for more information about the skillsoft merger , global knowledge merger and other recent developments , please see “ item 1. business - recent developments . ” results of operations we have neither engaged in any operations nor generated any revenues to date . our only activities through december 31 , 2020 were organizational activities , those necessary to prepare for the initial public offering , identifying a target for our business combination , and activities in connection with the proposed acquisition of skillsoft . we do not expect to generate any operating revenues until after the completion of our business combination . we generate non-operating income in the form of interest income on marketable securities held in the trust account . we incur expenses as a result of being a public company ( for legal , financial reporting , accounting and auditing compliance ) , as well as for due diligence expenses . for the year ended december 31 , 2020 , we had net income of $ 1,124,364 , which consists of reimbursement of transaction expenses of $ 2,000,000 , interest income on marketable securities held in the trust account of $ 2,516,752 and an unrealized gain on marketable securities held in our trust account of $ 1,276 offset by operating costs of $ 2,906,903 , and a provision for income taxes of $ 486,761. for the period from april 11 , 2019 ( inception ) through december 31 , 2019 , we had net income of $ 4,693,042 , which consists of interest income on marketable securities held in the trust account of $ 6,639,430 and an unrealized gain on marketable securities held in our trust account of $ 45,988 , offset by formation and operating costs of $ 744,859 , and a provision for income taxes of $ 1,247,517. story_separator_special_tag margin : 0pt 0 ; text-indent : 0.5in `` > the underwriters are entitled to a deferred fee of $ 21,371,000 in the aggregate . the deferred fee will be waived by the underwriters in the event that we do not complete a business combination , subject to the terms of the underwriting agreement . on july 1 , 2019 , the underwriters agreed to waive the upfront and deferred underwriting discount on 7,940,000 units , resulting in a reduction of the upfront and deferred underwriting discount of $ 1,588,000 and $ 2,779,000 , respectively . critical accounting policies the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the united states of america requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . we have identified the following critical accounting policies : class a common stock subject to possible redemption we account for our class a common stock subject to possible conversion in accordance with the guidance in accounting standards codification ( “ asc ” ) topic 480 “ distinguishing liabilities from equity . ” shares of class a common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value . conditionally redeemable common stock ( including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control ) is classified as temporary equity . at all other times , common stock is classified as stockholders ' equity . our class a common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events . accordingly , class a common

liquidity and capital resources on july 1 , 2019 , we consummated the initial public offering of 69,000,000 units at a price of $ 10.00 per unit , which includes the full exercise by the underwriters of the over-allotment option , at $ 10.00 per unit , generating gross proceeds of $ 690,000,000. simultaneously with the closing of the ipo , we consummated the sale of 15,800,000 private placement warrants to the sponsor at a price of $ 1.00 per warrant , generating gross proceeds of $ 15,800,000 . 40 following the ipo , the exercise of the over-allotment option and the sale of the private placement warrants , a total of $ 690,000,000 was placed in the trust account . we incurred $ 34,319,807 in transaction costs , including $ 12,212,000 of underwriting fees , $ 21,371,000 of deferred underwriting fees and $ 736,807 of other costs . as of december 31 , 2020 , we had cash and marketable securities held in the trust account of $ 696,957,196 ( including approximately $ 6,957,000 of interest income and unrealized gains ) consisting of u.s. treasury bills with a maturity of 185 days or less . interest income on the balance in the trust account may be used by us to pay taxes . through december 31 , 2020 , we withdrew $ 2,246,250 of interest earned on the trust account to pay our income taxes and for permitted withdrawals , of which $ 856,250 was withdrawn during the year ended december 31 , 2020. for the year ended december 31 , 2020 , cash used in operating activities was $ 720,660. net income of $ 1,124,364 was affected by interest earned on marketable securities held in the trust account of $ 2,516,752 , an unrealized gain on marketable securities held in our trust account of $ 1,276 and a deferred tax benefit of $ 8,681. changes in operating assets and liabilities provided $ 681,685 of cash for operating activities .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources on july 1 , 2019 , we consummated the initial public offering of 69,000,000 units at a price of $ 10.00 per unit , which includes the full exercise by the underwriters of the over-allotment option , at $ 10.00 per unit , generating gross proceeds of $ 690,000,000. simultaneously with the closing of the ipo , we consummated the sale of 15,800,000 private placement warrants to the sponsor at a price of $ 1.00 per warrant , generating gross proceeds of $ 15,800,000 . 40 following the ipo , the exercise of the over-allotment option and the sale of the private placement warrants , a total of $ 690,000,000 was placed in the trust account . we incurred $ 34,319,807 in transaction costs , including $ 12,212,000 of underwriting fees , $ 21,371,000 of deferred underwriting fees and $ 736,807 of other costs . as of december 31 , 2020 , we had cash and marketable securities held in the trust account of $ 696,957,196 ( including approximately $ 6,957,000 of interest income and unrealized gains ) consisting of u.s. treasury bills with a maturity of 185 days or less . interest income on the balance in the trust account may be used by us to pay taxes . through december 31 , 2020 , we withdrew $ 2,246,250 of interest earned on the trust account to pay our income taxes and for permitted withdrawals , of which $ 856,250 was withdrawn during the year ended december 31 , 2020. for the year ended december 31 , 2020 , cash used in operating activities was $ 720,660. net income of $ 1,124,364 was affected by interest earned on marketable securities held in the trust account of $ 2,516,752 , an unrealized gain on marketable securities held in our trust account of $ 1,276 and a deferred tax benefit of $ 8,681. changes in operating assets and liabilities provided $ 681,685 of cash for operating activities .
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 Suspicious Activity Report : risk factors ” and elsewhere in this annual report on form 10-k. forward looking statements all statements other than statements of historical fact included in this form 10-k including , without limitation , statements under “ management 's discussion and analysis of financial condition and results of operations ” regarding the company 's financial position , business strategy and the plans and objectives of management for future operations , are forward-looking statements . when used in this form 10-k , words such as “ anticipate , ” “ believe , ” “ estimate , ” “ expect , ” “ intend ” and similar expressions , as they relate to us or the company 's management , identify forward-looking statements . such forward-looking statements are based on the beliefs of management , as well as assumptions made by , and information currently available to , the company 's management . actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the sec . the following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this form 10-k. certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties . overview we are a blank check company formed under the laws of the state of delaware 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 . we intend to effectuate our business combination using cash from the proceeds of the ipo and the sale of the private placement warrants , our capital stock , debt or a combination of cash , stock and debt . recent developments skillsoft merger agreement on october 12 , 2020 , we entered into an agreement and plan of merger ( the “ skillsoft merger agreement ” ) by and between us and skillsoft . pursuant to the terms of the skillsoft merger agreement , a business combination between us and skillsoft will be effected through the merger of skillsoft with and into the company , with the company surviving as the surviving company ( the “ skillsoft merger ” ) . at the effective time of the skillsoft merger ( the “ effective time ” ) , ( a ) each class a share of skillsoft , with nominal value of $ 0.01 per share ( “ skillsoft class a shares ” ) , outstanding immediately prior to the effective time , will be automatically canceled and we will issue as consideration therefor ( i ) such number of shares of our class a common stock , par value $ 0.0001 per share ( the “ churchill class a common stock ” ) equal to the class a first lien exchange ratio ( as defined in the skillsoft merger agreement ) , and ( ii ) the company 's class c common stock , par value $ 0.0001 per share ( the “ churchill class c common stock ” ) , equal to the class c exchange ratio ( as defined in the skillsoft merger agreement ) , and ( b ) each class b share of skillsoft , with nominal value of $ 0.01 per share ( “ skillsoft class b shares ” ) , will be automatically canceled and the company will issue as consideration therefor such number of shares of the company 's class a common stock equal to the per class b share merger consideration ( as defined in the skillsoft merger agreement ) . pursuant to the terms of the skillsoft merger agreement , the company is required to use commercially reasonable efforts to cause the company class a common stock to be issued in connection with the transactions contemplated by the skillsoft merger agreement ( the “ skillsoft transactions ” ) to be listed on the new york stock exchange ( “ nyse ” ) prior to the closing of the skillsoft merger ( the “ skillsoft closing ” ) . immediately following the effective time , the company will redeem all of the shares of class c common stock issued to the holders of skillsoft class a shares for an aggregate redemption price of ( i ) $ 505,000,000 in cash and ( ii ) indebtedness under the existing second out credit agreement ( as defined in the skillsoft merger agreement ) , as amended by the existing second out credit agreement amendment ( as defined in the skillsoft merger agreement ) , in the aggregate principal amount equal to the sum of $ 20,000,000 to be issued by the surviving corporation ( as defined in the skillsoft merger agreement ) or one of its subsidiaries , in each case , pro rata among the holders of churchill class c common stock issued in connection with the skillsoft merger . 39 the consummation of the proposed skillsoft transactions is subject to the receipt of the requisite approval of ( i ) the stockholders of churchill ( the “ churchill stockholder approval ” ) and ( ii ) the shareholders of skillsoft ( the “ skillsoft shareholder approval ” ) and the fulfillment of certain other conditions . in october 2020 , the company was advanced $ 2,000,000 for expenses incurred with with skillsoft merger . if the planned business combination is not completed , the company would be required to refund any unused amount . story_separator_special_tag 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 skillsoft 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 ” ) . 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 , to be issued at the closing of the merger ( the “ suro subscription agreement ” ) . 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 skillsoft merger . 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 , to be issued at the closing of the global knowledge merger ( the “ lodbrok subscription agreement ” ) . 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 . for more information about the skillsoft merger , global knowledge merger and other recent developments , please see “ item 1. business - recent developments . ” results of operations we have neither engaged in any operations nor generated any revenues to date . our only activities through december 31 , 2020 were organizational activities , those necessary to prepare for the initial public offering , identifying a target for our business combination , and activities in connection with the proposed acquisition of skillsoft . we do not expect to generate any operating revenues until after the completion of our business combination . we generate non-operating income in the form of interest income on marketable securities held in the trust account . we incur expenses as a result of being a public company ( for legal , financial reporting , accounting and auditing compliance ) , as well as for due diligence expenses . for the year ended december 31 , 2020 , we had net income of $ 1,124,364 , which consists of reimbursement of transaction expenses of $ 2,000,000 , interest income on marketable securities held in the trust account of $ 2,516,752 and an unrealized gain on marketable securities held in our trust account of $ 1,276 offset by operating costs of $ 2,906,903 , and a provision for income taxes of $ 486,761. for the period from april 11 , 2019 ( inception ) through december 31 , 2019 , we had net income of $ 4,693,042 , which consists of interest income on marketable securities held in the trust account of $ 6,639,430 and an unrealized gain on marketable securities held in our trust account of $ 45,988 , offset by formation and operating costs of $ 744,859 , and a provision for income taxes of $ 1,247,517. story_separator_special_tag margin : 0pt 0 ; text-indent : 0.5in `` > the underwriters are entitled to a deferred fee of $ 21,371,000 in the aggregate . the deferred fee will be waived by the underwriters in the event that we do not complete a business combination , subject to the terms of the underwriting agreement . on july 1 , 2019 , the underwriters agreed to waive the upfront and deferred underwriting discount on 7,940,000 units , resulting in a reduction of the upfront and deferred underwriting discount of $ 1,588,000 and $ 2,779,000 , respectively . critical accounting policies the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the united states of america requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . we have identified the following critical accounting policies : class a common stock subject to possible redemption we account for our class a common stock subject to possible conversion in accordance with the guidance in accounting standards codification ( “ asc ” ) topic 480 “ distinguishing liabilities from equity . ” shares of class a common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value . conditionally redeemable common stock ( including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control ) is classified as temporary equity . at all other times , common stock is classified as stockholders ' equity . our class a common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events . accordingly , class a common

