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Business Combination
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combination Business Combination
On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of edX (the “edX Acquisition”) including the edX brand, website, and marketplace.
The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. During the six months ended June 30, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the preliminary purchase price to $768.0 million. In addition, the Company adjusted its preliminary valuation of acquired assets and assumed liabilities based upon new information that was received pertaining to acquisition date fair values.
The transaction was accounted for under the acquisition method of accounting and revenue. Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The allocation of the preliminary purchase price is pending the finalization of the fair value of acquired deferred revenue and other liabilities, deferred income tax assets and liabilities, and assumed non-income tax liabilities.
The following table summarizes the preliminary purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the six months ended June 30, 2022:
 Estimated
Useful Life (in years)		Purchase Price
Allocation
  (in thousands)
Cash and cash equivalents $11,901 
Accounts receivable6,608 
Prepaid expenses and other assets13,098 
Property and equipment, net529 
Right-of-use assets2,355 
Other assets, non-current572 
Accounts payable and accrued expenses(16,095)
Deferred revenue(10,962)
Lease liability(2,512)
Other liabilities(33,235)
Intangible assets: 
Developed technology315,400 
University client relationships10104,000 
Enterprise client relationships1014,300 
Trade namesindefinite255,000 
Goodwill 407,050 
 $768,009 
The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the three and six months ended June 30, 2021, as if the acquisition of edX had occurred on January 1, 2020.
Three Months Ended
June 30, 2021		Six Months Ended
June 30, 2021
(in thousands)
Pro forma revenue$247,175 $492,994 
Pro forma net loss$(49,729)$(123,991)
Pro forma net loss per share, basic and diluted$(0.67)$(1.67)