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| LEI | 213800VSQFUE8K7NQK89 |
| CIK | 1774675 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Skillsoft Corp. Warrants, each exercisable for one share of Class A common stock at an exercise pric
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) ( |
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| July 25, 2025 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| July 25, 2025 |
PERFORMANCE STOCK UNIT GRANT NOTICE Exhibit 10.5 PERFORMANCE STOCK UNIT GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2024 Employment Inducement Incentive Award Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and c |
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| July 25, 2025 |
AMENDMENT NO. 1 TO SKILLSOFT CORP. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN June 5, 2025 Exhibit 10.2 AMENDMENT NO. 1 TO SKILLSOFT CORP. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN June 5, 2025 WHEREAS, Skillsoft Corp. (the “Company”), a Delaware corporation, sponsors the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan (the “Plan”); WHEREAS, pursuant to Section 12(a) of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; an |
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| July 25, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 25, 2025 As filed with the U.S. Securities and Exchange Commission on July 25, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 9, 2025 |
Skillsoft Reports Financial Results for the First Quarter of Fiscal 2026 Exhibit 99.1 Skillsoft Reports Financial Results for the First Quarter of Fiscal 2026 ● Solid financial results and strategy execution despite macroeconomic uncertainty ● Third consecutive quarter of growth for our TDS segment ● Continued strong growth in Adjusted EBITDA* and margin expansion ● Strong free cash flow performance for the quarter ● Reaffirmed financial outlook for the full fiscal yea |
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| June 9, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Sk |
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| June 9, 2025 |
Separation Agreement for Chief Accounting Officer Exhibit 10.3 Corporate Office: 300 Innovative Way, Suite 201 Nashua, NH 03062 USA skillsoft.com O: +1-603-324-3000 June 2, 2025 Jose Torres Via e-mail Dear Jose: The purpose of this letter agreement (this “Agreement”) is to confirm the terms of your separation from Skillsoft Corp. (the “Company”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Offer |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☐ Definitive Proxy State |
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| May 29, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☑ Defi |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 20, 2025 |
Exhibit 10.1 May 15, 2025 John Frederick Via Email Re: Amended and Restated Offer Letter Dear John: I am pleased to confirm the terms of your continuing employment with Skillsoft Corp. (“Skillsoft” or the “Company”), in the role of Chief Financial Officer, effective May 15, 2025 (the “Effective Date”). This is a full-time, exempt position with the Company, reporting to me. This amended and restate |
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| May 20, 2025 |
Skillsoft Appoints John Frederick as Chief Financial Officer Exhibit 99.1 Skillsoft Appoints John Frederick as Chief Financial Officer BOSTON — May 15, 2025 — Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company”), the platform that empowers organizations and learners to unlock their full potential, today announced it has appointed John Frederick, the Company’s Chief Transformation Officer (CTO), as Chief Financial Officer, effective immediately. Mr. Frederi |
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| May 20, 2025 |
Letter Agreement by and between Skillsoft Corp. and Rich Walker, dated May 15, 2025 Exhibit 10.2 Corporate Office: 300 Innovative Way, Suite 201 Nashua, NH 03062 USA skillsoft.com O: +1-603-324-3000 May 15, 2025 Rich Walker Via e-mail Dear Rich: The purpose of this letter agreement (this “Agreement”) is to confirm the terms of the remainder of your employment with Skillsoft Corp. (the “Company”) and your separation from the Company. Capitalized terms not defined herein shall have |
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| April 14, 2025 |
EXHIBIT 19.1 SKILLSOFT CORP. Insider Trading Policy (Last updated March 26, 2025) I. INTRODUCTION A. Purpose The purpose of this Insider Trading Policy (this “Policy”) is to help Skillsoft Corp. and its subsidiaries (the “Company”), as well as the Company’s officers, directors, employees and specified others, comply with U.S. federal and state securities laws, and similar laws in other countries w |
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| April 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Skillsof |
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| April 14, 2025 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 14, 2025 |
Form of Restricted Stock Unit Award Agreement (Performance-Based) EXHIBIT 10.24 PERFORMANCE STOCK UNIT GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and conditions as set fo |
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| April 14, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 14, 2025 As filed with the U.S. Securities and Exchange Commission on April 14, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| April 14, 2025 |
SKILLSOFT CORP. Incentive Compensation Clawback Policy EXHIBIT 97.1 SKILLSOFT CORP. Incentive Compensation Clawback Policy 1. Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Skillsoft Corp. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive- based compensation in accordance with the terms herein and is intended to co |
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| April 14, 2025 |
Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2025 Exhibit 99.1 Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2025 ● Delivers full year revenue above the top end of outlook range and adjusted EBITDA at the top end of outlook range ● Continued strong growth in adjusted EBITDA and margin expansion ● Strong free cash flow performance for the quarter and full year ● Execution of strategic transformation initiatives |
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| April 14, 2025 |
Exhibit 21.1 SKILLSOFT CORP. AND SUBSIDIARIES As of April 14, 2025 Name Incorporation Ownership* Skillsoft Corp. Delaware, USA Skillsoft Finance I, LLC Delaware, USA 100% Skillsoft Finance II, Inc. Delaware, USA 100% Albert DE Holdings Inc. Delaware, USA 100% Albert US Holdings Inc. Delaware, USA 100% GK Holdings, Inc. Delaware, USA 100% Global Knowledge Training LLC Delaware, USA 100% Develop.com |
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| April 14, 2025 |
EXHIBIT 10.23 RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to all of the terms an |
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| December 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 |
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| December 10, 2024 |
Skillsoft Reports Financial Results for the Third Quarter of Fiscal 2025 Exhibit 99.1 Skillsoft Reports Financial Results for the Third Quarter of Fiscal 2025 ● Raises and tightens fiscal year 2025 revenue outlook ● Continued strong growth in Adjusted EBITDA and margin expansion ● Generated positive free cash flow in the quarter ● Delivering on strategic transformation initiatives laid out at July Investor Day BOSTON – December 10, 2024 – Skillsoft Corp. (NYSE: SKIL) ( |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| October 29, 2024 |
SKIL / Skillsoft Corp. / Paradice Investment Management LLC Passive Investment SC 13G/A 1 paradice-skil093024a4.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Skillsoft Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 83066P200 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| September 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Ski |
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| September 9, 2024 |
Transition and Separation Agreement dated May 23, 2024, between Jeffery Tarr and Skillsoft Corp Exhibit 10.1 Execution Version Privileged and Confidential May 23, 2024 Jeffrey R. Tarr Dear Jeff: The purpose of this letter (this “Agreement”) is to confirm the terms of the remainder of your employment with Skillsoft Corp. (the “Company”) and your separation from employment, as discussed with you on April 9, 2024, as follows: 1. Transition Period and Separation Date. (a) Effective as of April 1 |
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| September 9, 2024 |
Skillsoft Reports Financial Results for the Second Quarter of Fiscal 2025 Exhibit 99.1 Skillsoft Reports Financial Results for the Second Quarter of Fiscal 2025 ● Delivered strong improvements in Adjusted EBITDA and margin expansion ● Reaffirmed financial outlook for the full fiscal year ● Appointed Executives for our two business units with each fully accountable for contribution margin ● Hosted successful virtual Investor Day, showcasing strategic vision and growth in |
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| September 9, 2024 |
Exhibit 10.4 September 4, 2024 Ronald W. Hovsepian 195 Underwood Street Holliston, MA 01746 Dear Ron: I am pleased to formally offer you the role of Executive Chair and Chief Executive Officer of Skillsoft Corp. (the “Company”). This is a full-time, exempt position, reporting to the Board of Directors of the Company (the “Board”). Capitalized terms not defined herein shall have the respective mean |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| July 26, 2024 |
Form of Transition Award Agreement Exhibit 10.1 To: Apratim Purakayastha Subject: Transition Award Date: July 24, 2024 In recognition of your valued contributions, we are pleased to offer you a special transition award as detailed below. This award is in addition to, and does not impact, your participation in any other compensation programs for which you are currently eligible, and is subject to your acceptance of the following ter |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 19, 2024 |
First Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan Exhibit 10.1 FIRST AMENDMENT TO SKILLSOFT CORP. 2020 OMNIBUS INCENTIVE PLAN WHEREAS, Skillsoft Corp. (the “Company”), a Delaware corporation, sponsors the Skillsoft Corp. 2020 Omnibus Incentive Plan (the “Plan”); WHEREAS, pursuant to Section 12(a) of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time, subject to stockholder approval if the amendment would |
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| July 19, 2024 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| July 19, 2024 |
Exhibit 99.1 PRESS RELEASE Skillsoft Appoints Jim Frankola and Fahd Beg to Board of Directors New directors bring decades of technology and financial expertise BOSTON – July 19, 2024 – Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company), a leading platform for transformative learning experiences, today announced that it has appointed Jim Frankola and Fahd Beg to the Company's Board of Directors, |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 19, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 19, 2024 As filed with the U.S. Securities and Exchange Commission on July 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 11, 2024 |
Exhibit 99.1 PRESS RELEASE Skillsoft Hosts Virtual Investor Day and Provides Strategic and Financial Outlook Update Outlines value creation strategy and priorities Updates FY2025 outlook and provides mid- and long-term targets for profitable growth Announces $10 million share repurchase program BOSTON – July 11, 2024 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform |
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| June 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Sk |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 10, 2024 |
Skillsoft Reports Financial Results for the First Quarter of Fiscal 2025 Exhibit 99.1 Skillsoft Reports Financial Results for the First Quarter of Fiscal 2025 ● Delivers LTM Content & Platform Dollar Retention Rates of approximately 99% ● Generates Positive Free Cash Flow ● Reaffirms Full-Year Fiscal 2025 Financial Outlook ● Announces Virtual Investor Day to be held on July 11th, 2024 DENVER – June 10, 2024 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), |
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| June 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☑ Defi |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☐ Definitive Proxy State |
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| May 30, 2024 |
-01-31FY2024 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 20, 2024 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| May 20, 2024 |
Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan Exhibit 99.1 SKILLSOFT CORP. 2024 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN 1. Purpose. The purpose of the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan is to provide an inducement to secure and retain the services of Eligible Persons (as defined in Section 2(s)) by providing these individuals with a potential equity interest in the Company, or the opportunity to be paid incenti |
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| May 20, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 20, 2024 As filed with the U.S. Securities and Exchange Commission on May 20, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 20, 2024 |
Form of RSU Award Agreement under 2024 Employment Inducement Incentive Award Plan Exhibit 99.2 RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2024 Employment Inducement Incentive Award Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to |
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| May 20, 2024 |
Form of PSU Award Agreement under 2024 Employment Inducement Incentive Award Plan Exhibit 99.3 PERFORMANCE STOCK UNIT GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2024 Employment Inducement Incentive Award Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and c |
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| April 15, 2024 |
Skillsoft Corp. Incentive Compensation Clawback Policy EXHIBIT 97.1 SKILLSOFT CORP. Incentive Compensation Clawback Policy 1. Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Skillsoft Corp. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive- based compensation in accordance with the terms herein and is intended to co |
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| April 15, 2024 |
Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2024 Exhibit 99.1 Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2024 ● Delivers Full-Year Adjusted EBITDA Above the Top End of Outlook Range ● Accelerates Revenue Growth in Subscription-Based Content & Platform Segment to 4% for the Fourth Quarter ● Increases LTM Dollar Retention Rates to 101% for the Fourth Quarter DENVER – April 15, 2024 – Skillsoft Corp. (NYSE: S |
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| April 15, 2024 |
Form of Restricted Stock Unit Award Agreement (Performance-Based) EXHIBIT 10.20 PERFORMANCE STOCK UNIT GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and conditions as set fo |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 15, 2024 |
Form of Non-Employee Director Restricted Stock Unit Award Agreement EXHIBIT 10.19 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 15, 2024 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| April 15, 2024 |
Exhibit 3.1 CONFORMED COPY TO REFLECT AMENDMENTS MADE THROUGH APRIL 15, 2024 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of SKILLSOFT CORP. ARTICLE I NAME The name of the Corporation is Skillsoft Corp. ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201 in the City of Dover, County of |
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| April 15, 2024 |
Exhibit 99.1 Skillsoft Announces Leadership Transition Board Director Ronald Hovsepian Appointed as Executive Chair; Jeffrey R. Tarr to Retire as Chief Executive Officer DENVER – April 15, 2024 – Skillsoft (NYSE: SKIL) (the “Company”), a leading platform for transformative learning experiences, today announced that Ronald Hovsepian has been appointed as the Company’s Executive Chair and will serve |
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| April 15, 2024 |
Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., as amended Exhibit 3.1 CONFORMED COPY TO REFLECT AMENDMENTS MADE THROUGH APRIL 15, 2024 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of SKILLSOFT CORP. ARTICLE I NAME The name of the Corporation is Skillsoft Corp. ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201 in the City of Dover, County of |
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| April 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Skillsof |
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| April 15, 2024 |
Exhibit 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by our second amended and restated certificate of incorporation, as amended, and bylaws |
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| April 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 15, 2024 As filed with the U.S. Securities and Exchange Commission on April 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| April 15, 2024 |
Specimen Class A Common Stock Certificate EXHIBIT 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER OF SHARES OF CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] SKILLSOFT CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF SKILLSOFT CORP. (THE “COMPANY” |
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| April 15, 2024 |
SKILLSOFT CORP. AND SUBSIDIARIES As of April 8, 2024 Name Incorporation Ownership* Skillsoft Corp. Delaware, USA Skillsoft Finance I, LLC Delaware, USA 100% Skillsoft Finance II, Inc. Delaware, USA 100% Albert DE Holdings Inc. Delaware, USA 100% Albert US Holdings Inc. Delaware, USA 100% GK Holdings, Inc. Delaware, USA 100% Global Knowledge Training LLC Delaware, USA 100% Develop.com Holdings LLC |
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| February 14, 2024 |
SKIL / Skillsoft Corp. / Klein Michael Stuart - SC 13G/A Passive Investment SC 13G/A 1 tm246031d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Skillsoft Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 83066P200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 7, 2024 |
SKIL / Skillsoft Corp. / Paradice Investment Management LLC Passive Investment SC 13G/A 1 paradice-skil123123a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Skillsoft Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 83066P200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec |
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| December 5, 2023 |
Skillsoft Reports Financial Results for the Third Quarter of Fiscal 2024 Exhibit 99.1 Skillsoft Reports Financial Results for the Third Quarter of Fiscal 2024 ● Delivered strong improvements in Adjusted EBITDA and Free Cash Flow ● Grew Content & Platform segment Revenue 3% and increased LTM Bookings 4% ● Increased LTM Dollar Retention Rate three percentage points to 101% DENVER – December 5, 2023 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading |
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| December 5, 2023 |
Exhibit 10.7 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 3, 2023, by and between JEFFREY R. TARR (the “Executive”) and SKILLSOFT CORP., a Delaware corporation, f/k/a Churchill Capital Corp II (the “Company”). W I T N E S S E T H: WHEREAS, the Executive and the Company en |
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| December 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| November 9, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, Each whole warrant is exercisable for 1/20th of a share of Class A Common Stock at an exercise price of $230. |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| September 29, 2023 |
Skillsoft Completes Reverse Stock Split Exhibit 99.1 Skillsoft Completes Reverse Stock Split DENVER - September 29, 2023 - Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform for transformative learning experiences, today announced that it has completed the previously announced reverse stock split of its common stock at a ratio of 1-for-20. The reverse stock split became effective at 5:00 p.m. Eastern Time today, a |
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| September 29, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKILLSOFT CORP. Skillsoft Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that: 1. This certificate of amendment (“Certificate of Amendment”) hereby amends the Second Amended and Restated Certificate of Incorporation of th |
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| September 29, 2023 |
-01-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commissi |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| September 19, 2023 |
Skillsoft Announces Reverse Stock Split Exhibit 99.1 Skillsoft Announces Reverse Stock Split DENVER - September 19, 2023 - Skillsoft (NYSE: SKIL), (“Skillsoft” or the “Company”), a leading platform for transformative learning experiences, today announced that its Board of Directors has approved a 1-for-20 reverse stock split of the Company’s common stock. The reverse stock split will become legally effective at 5:00 p.m. Eastern Time on |
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| September 11, 2023 |
Skillsoft Reports Financial Results for the Second Quarter of Fiscal 2024 Exhibit 99.1 Skillsoft Reports Financial Results for the Second Quarter of Fiscal 2024 ● Delivered year-over-year growth in total Company Bookings and Revenue. ● Content & Platform segment Bookings increased 7% and Revenue grew 4%. ● Dollar Retention Rate increased three percentage points to 101% on an LTM basis. ● Reaffirmed its financial outlook for the full fiscal year-ended January 31, 2024. D |
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| September 11, 2023 |
Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 8, 2023, by and between JEFFREY R. TARR ("Executive") and SKILLSOFT CORP., a Delaware corporation, f/k/a Churchill Capital Corp II (the "Company"). W I T N E S S E T H: WHEREAS, Executive and the Company entered into that certa |
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| September 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Ski |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| July 24, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKILLSOFT CORP. FIRST: The board of directors of Skillsoft Corp. (the “Corporation”) duly adopted resolutions approving this Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Cor |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 6, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Sk |
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| June 6, 2023 |
Skillsoft Reports Financial Results for the First Quarter of Fiscal 2024 Exhibit 99.1 Skillsoft Reports Financial Results for the First Quarter of Fiscal 2024 ● Content & Platform Bookings grew 9% in constant currency. ● Content & Platform Dollar Retention Rate increased three percentage points to 101% on an LTM basis. ● Launched pioneering eight-module generative AI course with record-setting initial enrollments. DENVER – June 6, 2023 – Skillsoft Corp. (NYSE: SKIL) (“ |
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| May 26, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☑ Defi |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ¨ Definitive Proxy State |
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| May 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) ☐ Defi |
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| April 14, 2023 |
Form of Non-Employee Director Restricted Stock Unit Award Agreement EXHIBIT 10.19 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject |
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| April 14, 2023 |
EXHIBIT 21.1 SKILLSOFT CORP. AND SUBSIDIARIES As of April 10, 2023 Name Incorporation Ownership* Skillsoft Corp. Delaware, USA Skillsoft Finance I, LLC Delaware, USA 100% Skillsoft Finance II, Inc. Delaware, USA 100% Albert DE Holdings Inc. Delaware, USA 100% Albert US Holdings Inc. Delaware, USA 100% GK Holdings, Inc. Delaware, USA 100% Global Knowledge Training LLC Delaware, USA 100% Develop.com |
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| April 14, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 14, 2023 As filed with the U.S. Securities and Exchange Commission on April 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| April 14, 2023 |
Form of Restricted Stock Unit Award Agreement (Performance-Based) EXHIBIT 10.20 PERFORMANCE STOCK UNIT GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and conditions as set fo |
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| April 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Skillsof |
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| April 14, 2023 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value |
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| April 14, 2023 |
Specimen Class A Common Stock Certificate EXHIBIT 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER OF SHARES OF CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] SKILLSOFT CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF SKILLSOFT CORP. (THE “COMPANY” |
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| April 11, 2023 |
Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2023 Exhibit 99.1 Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2023 ● Beats Full Year Revenue Outlook with GAAP Revenue of $555 million ● Delivers Full Year Skillsoft Content Segment Bookings Growth of 5% in Constant Currency BOSTON – April 11 , 2023 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform for transformative learning experi |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 30, 2023 |
Exhibit 99.1 RLF1 28754456v.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE SKILLSOFT CORP. ) C.A. No. 2023 - 0288 - LWW ) [PROPOSED] FINAL ORDER AND JUDGMENT WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del . C . † 205 (the “Petition”) filed by petitioner Skillsoft Corp . , the Court having considered the factors in 8 Del . C . † 205 (d), and for go |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 10, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 10, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE SKILLSOFT CORP. ) ) c.a. no. 2023- VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205 Petitioner Skillsoft Corp. (“Skillsoft” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205 (the “Petition”), seeking to have this Court validate corporate acts described below as fol |
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| February 14, 2023 |
SKIL / Skillsoft Corp. / Churchill Sponsor II LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236436d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Skillsoft Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 83066P200 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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| February 9, 2023 |
SKIL / Skillsoft Corp. / Paradice Investment Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 23, 2023 |
SKIL / Skillsoft Corp. / Lodbrok Capital LLP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Skillsoft Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 83066P200 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 30, 2022 |
424B3 1 tm2232967-5424b3.htm 424B3 TABLE OF CONTENTS Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-268938 73,848,674 Shares of Class A Common Stock 17,666,667 Warrants to Purchase Shares of Class A Common Stock 41,120,263 Shares of Class A Common Stock Underlying Warrants This prospectus relates to (i) the issuance by us of up to 23,453,596 shares of our Class A common stock t |
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| December 28, 2022 |
SKILLSOFT CORP. 300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 December 28, 2022 CORRESP 1 filename1.htm SKILLSOFT CORP. 300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 December 28, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Kyle Wiley Re: Skillsoft Corp. Registration Statement on Form S-3 (File No. 333-268938) Ladies and Gentlemen: We refer to the registratio |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 As filed with the Securities and Exchange Commission on December 21, 2022 Registration No. |
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| December 22, 2022 |
As filed with the Securities and Exchange Commission on December 21, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 21, 2022 Registration No. |
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| December 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly R |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 16, 2022 |
PART I – FINANCIAL INFORMATION PART I – FINANCIAL INFORMATION ITEM 1. UNAUDITED FINANCIAL STATEMENTS. SKILLSOFT CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES) Successor Successor April 30, 2022 January 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 69,517 $ 138,176 Restricted cash 4,848 14,015 Accounts receivable, less reserves of approximately $92 and $125 as of April |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| December 16, 2022 |
PART I – FINANCIAL INFORMATION PART I – FINANCIAL INFORMATION ITEM 1. UNAUDITED FINANCIAL STATEMENTS. SKILLSOFT CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES) Successor Successor April 30, 2022 January 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 69,517 $ 138,176 Restricted cash 4,848 14,015 Accounts receivable, less reserves of approximately $92 and $125 as of April |
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| December 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Sk |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| December 9, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Consolidated Financial Statements of Churchill Capital Corp II (Now Known as Skillsoft Corp.) : Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 10, 2021 F-3 Consolidated Statement of Operations for the Period from January 1, 2021 through June 10, 2021 F-4 Consolidated Statement of Changes in Stockholders’ D |
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| December 7, 2022 |
Skillsoft Reports Financial Results for the Third Quarter of Fiscal Year 2023 Exhibit 99.1 Skillsoft Reports Financial Results for the Third Quarter of Fiscal Year 2023 BOSTON ? December 6, 2022 (updated December 7, 2022) ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a leading platform for transformative learning experiences, today announced its financial results for the third quarter of fiscal 2023 ended October 31, 2022. ?Q3 results were in-line with our |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation |
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| December 6, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 6, 2022 ? Skillsoft Corp. (Exact name of registrant as specified in its charter) ? Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Com |
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| December 6, 2022 |
Skillsoft Reports Financial Results for the Third Quarter of Fiscal Year 2023 Exhibit 99.1 Skillsoft Reports Financial Results for the Third Quarter of Fiscal Year 2023 BOSTON ? December 6, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a leading platform for transformative learning experiences, today announced its financial results for the third quarter of fiscal 2023 ended October 31, 2022. ?Q3 results were in-line with our expectations, and we reaffi |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| December 5, 2022 |
Exhibit 99.1 PART I Item 1. Business Overview Skillsoft is a global leader in corporate digital learning, serving more than 70% of the Fortune 1000, customers in nearly 200 countries, and a community of learners of more than 80 million globally. Skillsoft?s primary learning solutions include: (i) Percipio, an intelligent and immersive digital learning platform; (ii) Global Knowledge, a global prov |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| December 2, 2022 |
Table of Contents Exhibit 99.1 RYZAC, INC. (D.B.A. CODECADEMY) Condensed Financial Statements March 31, 2022 With Independent Auditor’s Review Report Table of Contents Ryzac, Inc. (D.B.A. Codecademy) Table of Contents March 31, 2022 Independent Auditor’s Review Report 1 Condensed Financial Statements Condensed Balance Sheet 2 Condensed Statement of Operations 3 Condensed Statement of Changes in St |
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| November 2, 2022 |
767 Fifth Avenue New York, NY 10153 +1 212 310 8000 tel +1 212 310 8007 fax Weil, Gotshal & Manges LLP November 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| November 2, 2022 |
SKIL / Skillsoft Corp. / Lodbrok Capital LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Skillsoft Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 83066P200 (CUSIP Number) December 31, 2021** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38960 C |
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| October 11, 2022 |
Letter Agreement by and between Skillsoft Corp. and Gary W. Ferrera, dated October 10, 2022 Exhibit 10.1 October 10, 2022 Gary W. Ferrera Via email Dear Gary: Reference is made to that certain Offer Letter, dated August 3, 2021 (the “Offer Letter”), by and between you and Skillsoft Corp. (the “Company”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings set forth in the Offer Letter. On October 10, 2022, you notified the Company of your int |
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| October 11, 2022 |
Offer Letter by and between Skillsoft Corp. and Richard Walker dated as of October 10, 2022 Exhibit 10.2 October 10, 2022 Rich Walker Via e-mail Dear Rich: I am pleased to offer you a full time, exempt position with Skillsoft Corp. (the “Company”). The terms of your employment as set forth below supersede in their entirety the terms of your offer letter with Churchill Capital Corp II, the Company’s predecessor, dated May 5, 2021. This letter embodies the entire agreement and understandin |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File N |
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| October 11, 2022 |
Exhibit 99.1 Skillsoft Names Richard Walker as Next Chief Financial Officer Streamlines Executive Team, with Richard Walker Continuing to Oversee Corporate Strategy and Development Gary Ferrera to Remain with Skillsoft Through Year-End to Ensure a Smooth Transition Reaffirms Full Year Fiscal 2023 Outlook BOSTON – October 11, 2022 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a pla |
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| October 6, 2022 |
767 Fifth Avenue New York, NY 10153 +1 212 310 8000 tel +1 212 310 8007 fax October 6, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K/A (Amendment No. 1) ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): September 12, 2022 ? Skillsoft Corp. (Exact name of registrant as specified in its charter) ? Delaware 001-38960 83-4388331 (State or other jurisdiction of |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| September 8, 2022 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 7, 2022 |
EX-99.1 2 skil-20220907xex99d1.htm EX-99.1 Exhibit 99.1 Skillsoft Reports Financial Results for the Second Quarter of Fiscal Year 2023 Board of Directors Authorizes up to $30 Million Share Repurchase BOSTON – September 7, 2022 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform for transformative learning experiences, today announced its financial results for the seco |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| August 15, 2022 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): June 23, 2022 ? Skillsoft Corp. (Exact name of registrant as specified in its charter) ? Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission |
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| June 21, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) ( |
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| June 21, 2022 |
Table of Contents Exhibit 99.1 RYZAC, INC. (D.B.A. CODECADEMY) Financial Statements December 31, 2021 and 2020 With Independent Auditor?s Report ? ? ? Table of Contents Ryzac, Inc. (D.B.A. Codecademy) Table of Contents December 31, 2021 and 2020 ? ? ? ? Independent Auditor?s Report 1-2 Financial Statements ? Balance Sheets 3 Statements of Operations 4 Statements of Changes in Stockholders? Equity |
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| June 21, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 ? UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION ? On April 4, 2022, upon the completion of the mergers (?Mergers?) pursuant to that certain Agreement and Plan of Merger, by and among Skillsoft Corp. (the ?Company?), Ryzac, Inc., a Delaware corporation (?Codecademy?), Skillsoft Finance II, Inc., a Delaware corporation (the ?Borrower?), Skillsoft Newco I, Inc., a Delaware |
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| June 13, 2022 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 13, 2022 |
Exhibit 2.1 EXECUTION VERSION STOCK purchase AGREEMENT dated as of June 12, 2022 by and among SKILLSOFT CORP., SKILLSOFT (US) CORPORATION, AMBER HOLDING INC. and CORNERSTONE ONDEMAND, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE 1 Section 2.01. Purchase and Sale of Purchased Shares 1 Section 2.02. Closing 2 Section 2.03. Pur |
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| June 13, 2022 |
Exhibit 99.1 Press Release Skillsoft Enters Agreement to Sell SumTotal to Cornerstone for $200 Million Expected to be accretive to Skillsoft?s bookings and revenue growth Sharpens focus on higher growth core business BOSTON ? June 13, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a platform for transformative learning experiences, today announced it has entered into a definit |
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| June 9, 2022 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 9, 2022 |
Term Sheet for Employment Agreement with Apratim Purakayastha, dated May 15, 2021 Exhibit 10.4 EXECUTION VERSION Term Sheet for Employment Agreement with Apratim Purakayastha (?Executive?) Job Title: Chief Technology Officer Reporting To: Chief Executive Officer Location: Boston, Massachusetts; however, it is understood that Executive will travel to various office locations as required to perform Executive?s duties. Effective Date: Executive acknowledges and agrees that this of |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 8, 2022 |
Exhibit 99.1 ? Skillsoft Reports Financial Results for the First Quarter of Fiscal Year 2023 ? Skillsoft Content Segment Bookings up 22% ? ? BOSTON ? June 8, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a leading platform for transformative learning experiences, today announced its financial results for the first quarter of fiscal 2023 ended April 30, 2022. ? ?We reported Q1 |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 24, 2022 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Class A common stock Rule 4 |
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| May 24, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 24, 2022 As filed with the U.S. Securities and Exchange Commission on May 24, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo |
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| May 2, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Definitive Proxy State |
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| April 18, 2022 |
Form of Non-US Restricted Stock Unit Award Agreement (Time based). ? Exhibit 10.34 RESTRICTED STOCK UNIT GRANT NOTICE FOR NON-U.S. PARTICIPANTS [Time-Based] Skillsoft Corp., a Delaware corporation (the ?Company?), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the ?RSUs?). The RSUs are su |
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| April 18, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 18, 2022 |
Exhibit 4.1 to our Annual Report on Form 10-K for the year ended January 31, 2022, Exhibit 4.1 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ? The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities and is qualified in its entirety by our second amended and restated certificate of incorporation and bylaws. The full |
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| April 18, 2022 |
Form of Non-Employee Director Restricted Stock Unit Award Agreement. Exhibit 10.33 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the ?Company?), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the ?RSUs?). The RSUs are subject |
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| April 18, 2022 |
EXHIBIT 21.1 ? ? SKILLSOFT CORP. AND SUBSIDIARIES ? ? As of April 4, 2022 ? ? ? ? ? ? Incorporation ? Ownership* Name ? Delaware, USA ? ? Skillsoft Corp. ? Delaware, USA ? 100% Skillsoft Finance I, Inc. ? Delaware, USA ? 100% Skillsoft Finance II, Inc. ? Delaware, USA ? 100% Albert DE Holdings Inc. ? Delaware, USA ? 100% Albert US Holdings Inc. ? Delaware, USA ? 100% GK Holdings, Inc. ? Delaware, |
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| April 18, 2022 |
Consent of Independent Registered Public Accounting Firm Consent of Independent Registered Public Accounting Firm ? We consent to the incorporation by reference in the Registration Statement (Form S-8 No. |
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| April 7, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 11 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021, which forms a part |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): April 6, 2022 ? Skillsoft Corp. (Exact name of registrant as specified in its charter) ? Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission |
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| April 6, 2022 |
AU0000031767 / Churchill Capital Corp II Class A / NASPERS LTD - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Skillsoft Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 17143G106 (CUSIP Number) MIH Learning B.V. Symphony Offices Gustav Mahlerplein 5 1082 MS Amsterdam 048624 Attn: Wayne Benn +852 220 |
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| April 6, 2022 |
? Exhibit 99.1 ? Skillsoft Reports Strong Financial Results for the Fourth Quarter and Fiscal Year of 2022 ? Bookings Growth of 7% for the Fiscal Year ? Provides Fiscal 2023 Guidance Reflecting Solid Bookings and Accelerating Revenue Growth ? Closes Codecademy Acquisition which is Expected to Accelerate Growth in Tech & Dev Business ? BOSTON ? April 6, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillso |
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| April 6, 2022 |
Exhibit 99.6 Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Date: April 6, 2022 MIH Learning B.V. By: /s/ Serge de Reus Name: Serge de Reus Title: Director Pros |
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| April 5, 2022 |
424B3 1 tm2211446d2424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 10 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated |
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| April 5, 2022 |
Exhibit 99.1 Skillsoft Completes Acquisition of Codecademy Immediately accretive to bookings, revenue growth, and gross margins Creates worldwide community of more than 90 million learners Significantly expands capabilities in high-growth Technology & Developer segment BOSTON ? April 5, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a global leader in corporate digital learnin |
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| April 5, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SKILLSOFT CORP., SKILLSOFT FINANCE II, INC., SKILLSOFT NEWCO I, INC., SKILLSOFT NEWCO II, LLC, RYZAC, INC. and FORTIS ADVISORS LLC, solely in its capacity as the Securityholder Representative Dated as of December 22, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 6 Article II THE MERGERS 29 2.1 The Mergers 29 2.2 Effective |
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| April 5, 2022 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 4, 2022, is made and entered into by and among Skillsoft Corp., a Delaware corporation (the ?Company?), and the undersigned parties under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement, the ?H |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 5, 2022 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this ?Agreement?), dated as of April 4, 2022, among SKILLSOFT FINANCE I, INC., a Delaware corporation (?Holdings?), SKILLSOFT FINANCE II, INC., a Delaware corporation (the ?Borrower?), each financial institution identified on the signature pages hereto as a ?Term B-1 Lender? (collectively, the ? |
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| April 1, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 9 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021, which forms a part |
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| April 1, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 15, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Skillsoft Commences Incremental Term Loan Syndication to Fund Codecademy Acquisition Transaction Expected to Close in April 2022 Raises FY 2022 Outlook BOSTON ? March 15, 2022 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a global leader in corporate digital learning, today commenced a $160 million senior secured incremental term loan B facility |
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| March 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 8 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021, which forms a part |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 15, 2022 |
Exhibit 99.2 TRANSACTION SUMMARY 1 TRANSACTION OVERVIEW Skillsoft Corp (?Skillsoft?, ?SKIL? or the ?Company?), is a global leader in digital learning, focused on transforming today?s workforce for tomorrow?s economy Skillsoft operates in three main content categories: Leadership & Business Skills, Technology & Developer and Compliance On December 21, 2021, Skillsoft entered into a definitive agree |
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| March 15, 2022 |
DEFA14A 1 tm229272d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 7, 2022 |
424B3 1 tm228562-3424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 7 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated A |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2022 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 28, 2022 |
424B3 1 tm224461-4424b3.htm 424B3 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 6 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements th |
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| February 28, 2022 |
DEFM14A 1 tm224461-3defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| February 14, 2022 |
SKIL / Skillsoft Corp. / CITADEL ADVISORS LLC - SKILLSOFT CORP. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Skillsoft Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities) 83066P200 |
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| February 14, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-257718? PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated Aug |
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| February 14, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| February 14, 2022 |
SKIL / Skillsoft Corp. / Churchill Sponsor II LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Skillsoft Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 83066P200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2022 |
? Exhibit 107.1? Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Skillsoft Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation ? ? ? Proposed Maximum Aggregate Value of Transaction ? ? Fee rate ? ? Amount of Filing Fee ? Fees to Be Paid ? ? ? $ 436,119,788 ? ? ? ? ? 0.0000927 ? ? ? ? $ 40,429.00 ? ? Fees Previously Paid ? ? ? ? ? ? ? ? ? ? ? ? ? ? |
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| February 11, 2022 |
SKIL / Skillsoft Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 SKILSC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SKILLSOFT CORP. (formerly Churchill Capital Corp II) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 83066P200 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires fili |
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| February 10, 2022 |
SKIL / Skillsoft Corp. / Paradice Investment Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 4, 2022 |
DEFA14A 1 tm224942-2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| January 28, 2022 |
DEFA14A 1 tm224703d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| January 7, 2022 |
SKIL / Skillsoft Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Skillsoft Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 83066P200 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 22, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021, which forms a part |
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| December 22, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| December 22, 2021 |
EX-99.1 2 tm2136123d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Skillsoft to Acquire Codecademy, a Leading Platform for Learning High-Demand Technical Skills, Creating a Worldwide Community of More Than 85 Million Learners Codecademy’s entrepreneurial team, led by founder Zach Sims, to join Skillsoft with focus on accelerating growth in Technology & Developer Business Transaction expected to be immediat |
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| December 22, 2021 |
DECEMBER 2021 INVESTOR PRESENTATION EX-99.2 3 tm2136123d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 DECEMBER 2021 INVESTOR PRESENTATION 2 DISCLAIMER Additional Information and Where to Find It This communication may be deemed solicitation material in respect of the proposed acquisition of Codecademy by the Company . This communication does not constitute a solicitation of any vote or approval . In connection with the proposed transaction, |
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| December 22, 2021 |
EX-2.1 2 tm2136123d4ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SKILLSOFT CORP., SKILLSOFT FINANCE II, INC., SKILLSOFT NEWCO I, INC., SKILLSOFT NEWCO II, LLC, RYZAC, INC. and FORTIS ADVISORS LLC, solely in its capacity as the Securityholder Representative Dated as of December 22, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 6 Article II THE ME |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 22, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| December 15, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021, which forms a part |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 14, 2021 ? Skillsoft Corp. (Exact name of registrant as specified in its charter) ? Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commis |
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| December 14, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38960 Sk |
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| December 14, 2021 |
EX-99.1 2 skil-20211214xex99d1.htm EX-99.1 Exhibit 99.1 Skillsoft Reports Strong Financial Results for the Third Quarter of Fiscal 2022 Raises Full Year Outlook Following Stronger than Expected Results Extends Leadership Position with New Customer Wins and Significant Product Momentum with Percipio Bookings up 60% BOSTON – December 14, 2021 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Compa |
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| September 15, 2021 |
SEPTEMBER 2021 INVESTOR PRESENTATION EX-99.2 2 tm2127683d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 SEPTEMBER 2021 INVESTOR PRESENTATION DISCLAIMER FORWARD LOOKING STATEMENTS This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to |
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| September 15, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257718 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021 (the ?Prospectus?), |
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| September 15, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporati |
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| September 14, 2021 |
Form of Restricted Stock Unit Award Agreement (Time based) EX-10.24 3 skil-20210731xex10d24.htm EX-10.24 Exhibit 10.24 RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs” |
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| September 14, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File |
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| September 14, 2021 |
Form of Restricted Stock Unit Award Agreement (Performance-Based) (FY2022 Grants) Exhibit 10.25 ? RESTRICTED STOCK UNIT GRANT NOTICE [Performance-Based] Skillsoft Corp., a Delaware corporation (the ?Company?), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of performance-based Restricted Stock Units set forth below (the ?PBRSUs?). The PBRSUs are subject to |
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| September 14, 2021 |
EX-99.1 2 skil-20210914xex99d1.htm EX-99.1 Exhibit 99.1 Skillsoft Raises Full Year Guidance and Reports Strong Financial Results for the Second Quarter of Fiscal 2022 Results Exceed Expectations with Bookings1 Up 18% Percipio Bookings Up 47%, Highlighting New Product Momentum and Successful Platform Migration Acquired Pluma for $22 Million, Adding Valuable Digital Coaching and Professional Develop |
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| September 14, 2021 |
Exhibit 99.2 SEPTEMBER 2021 INVESTOR PRESENTATION DISCLAIMER FORWARD LOOKING STATEMENTS This document includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those |
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| September 14, 2021 |
Exhibit 10.28 OPTION GRANT NOTICE Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options set forth below (the “Options”), with each Option representing the right to purchase one share of Common Stock, at the Exercise |
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| September 14, 2021 |
Form of Option Award Agreement Exhibit 10.27 ? OPTION GRANT NOTICE Skillsoft Corp., a Delaware corporation (the ?Company?), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options set forth below (the ?Options?), with each Option representing the right to purchase one share of Common Stock, at the Exerci |
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| September 14, 2021 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2021 |
Form of Indemnity Agreement for Directors and Officers EX-10.14 2 skil-20210731xex10d14.htm EX-10.14 Exhibit 10.14 Weil Draft: 06/28/2021 Privileged & Confidential INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into and effective as of [•], 2021, by and between Skillsoft Corp., a Delaware corporation (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined |
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| September 14, 2021 |
Exhibit 10.26 ? RESTRICTED STOCK UNIT GRANT NOTICE [Time-Based] Skillsoft Corp., a Delaware corporation (the ?Company?), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the ?RSUs?). The RSUs are subject to all of the terms |
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| August 17, 2021 |
S-8 1 tm2125130d1s8.htm FORM S-8 As filed with the U.S. Securities and Exchange Commission on August 16, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 83-4388331 (State or other jurisdiction of incorpor |
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| August 5, 2021 |
EX-99.1 3 tm2124087d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Skillsoft Appoints Gary W. Ferrera as Chief Financial Officer Eric Boyer Appointed as Senior Vice President, Investor Relations; Ryan Murray to Continue as Chief Accounting Officer Boston – august 5, 2021 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a global leader in corporate digital learning, today |
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| August 5, 2021 |
Offer Letter by and between Skillsoft Corp. and Gary W. Ferrera dated as of August 3, 2021 EX-10.1 2 tm2124087d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION August 3, 2021 Gary W. Ferrera Via email Dear Gary: I am pleased to offer you a full time, exempt position with Skillsoft Corp. (the “Company”). The following summarizes the specific details regarding your employment offer with the Company: Job Title: Chief Financial Officer Reporting To: Chief Executive Officer Location: |
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| August 5, 2021 |
8-K 1 tm2124087d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of in |
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| August 5, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-257718 Prospectus Supplement No. 1 (to Prospectus dated August 2, 2021) 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus supplement updates and supplements the prospectus dated August 2, 2021 (the ?Prospectus?), |
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| August 2, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ? Registration No. 333-257718 ? PROSPECTUS 70,250,000 Shares of Class A Common Stock 33,966,667 Warrants to Purchase Shares of Class A Common Stock 56,966,667 Shares of Class A Common Stock Underlying Warrants This prospectus relates to the issuance by us of up to 23,000,000 shares of our Class A common stock, par value $0.0001 per share that ar |
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| July 30, 2021 |
SKILLSOFT CORP. 300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 SKILLSOFT CORP. 300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 July 30, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Katherine Wray Re: Skillsoft Corp. Amendment No. 1 to Registration Statement on Form S-1 File No. 333-257718 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 19 |
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| July 29, 2021 |
As filed with the Securities and Exchange Commission on July 28, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 28, 2021 Registration No. |
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| July 19, 2021 |
Exhibit 99.1 Skillsoft Successfully Completes Debt Refinancing to Support Growth Substantially Strengthens Balance Sheet and Enhances Financial Flexibility New Term Loan Carries a Meaningfully Lower Interest Rate and Extends Maturity to 2028 BOSTON ? July 19, 2021 ? Skillsoft Corp. (NYSE: SKIL) (?Skillsoft? or the ?Company?), a global leader in corporate digital learning, today announced it has su |
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| July 19, 2021 |
INVESTOR PRESENTATION July 2021 EX-99.2 4 tm2122467d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 INVESTOR PRESENTATION July 2021 2 DISCLAIMER This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors |
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| July 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 19, 2021 |
EX-10.1 2 tm2122467d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CREDIT AGREEMENT dated as of July 16, 2021 among Skillsoft Finance I, Inc., as Holdings, Skillsoft Finance II, Inc., as the Borrower The Several Lenders from Time to Time Party Hereto, and CITIBANK, N.A., as the Administrative Agent, the Collateral Agent, - CITIBANK, N.A., BOFA SECURITIES, INC. and JPMORGAN CHASE BANK, N.A. as Joint Lead Ar |
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| July 6, 2021 |
EX-10.12 3 tm2121138d310-12.htm EXHIBIT 10.12 Exhibit 10.12 SKILLSOFT CORP. 2020 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Skillsoft Corp. 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of th |
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| July 6, 2021 |
As filed with the Securities and Exchange Commission on July 6, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 6, 2021 Registration No. |
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| July 6, 2021 |
Letter from Marcum LLP, dated July 2, 2021 Exhibit 16.1 July 2, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Skillsoft Corp. (f/k/a Churchill Capital Corp II) under Item 4.01 of its Form 8-K dated July 2, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Skillsof |
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| July 6, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K 1 tm2121423d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware 001-38960 83-4388331 (State or other jurisdiction of inco |
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| July 6, 2021 |
Employment term sheet, dated May 15, 2021, by and among Apratim Purakayastha and Churchill EX-10.15 4 tm2121138d3ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 EXECUTION VERSION Term Sheet for Employment Agreement with Apratim Purakayastha (“Executive”) Job Title: Chief Technology Officer Reporting To: Chief Executive Officer Location: Boston, Massachusetts; however, it is understood that Executive will travel to various office locations as required to perform Executive’s duties. Effective Dat |
