United States securities and exchange commission logo





September 22, 2022

Jeffrey Tarr
Chief Executive Officer
Skillsoft Corp.
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062

Re: Skillsoft Corp.
Form 10-K for the
Fiscal Year Ended January 31, 2022
Form 10-Q for the
Quarterly Period Ended July 31, 2022
Form 8-K Filed
September 7, 2022
Form 8-K Filed
August 15, 2022
File No. 001-38960

Dear Mr. Tarr:

We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.

After reviewing your
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended January 31, 2022

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 39

1. We note you appear to
combine Successor and Predecessor financial statements in your
non-GAAP presentation.
Tell us why you believe combining these financial statements is
appropriate, referring
to your basis in accounting literature. Please refer to Question
102.10 of the Non-GAAP
Financial Measures Codification and Disclosure Interpretation.
Form 10-Q for the quarterly period ended July 31, 2022

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources, page 54
Jeffrey Tarr
FirstName LastNameJeffrey Tarr
Skillsoft Corp.
Comapany 22,
September NameSkillsoft
2022 Corp.
September
Page 2 22, 2022 Page 2
FirstName LastName
2. We note that you elected to not separately disclose the cash flows
related to your
discontinued operation for each period presented. Please tell us what
consideration you
gave to describing cash flows from operating, investing and financing
activities associated
with your discontinued operations separately from continuing
operations in your
Liquidity and Capital Resources disclosures, as such information
is not apparent from
your cash flow statement. Additionally, please describe how your
liquidity is likely to be
affected by the absence of cash flows (or negative cash flows)
associated with your
discontinued operations.
Form 8-K filed on September 7, 2022

Exhibit 99.1, page 11

3. We note your reconciliations of non-GAAP Financial Measures. Please
note that the
presentation of a full non-GAAP income statement may place undue
prominence to the
non-GAAP information and may give the impression that the non-GAAP
income
statement represents a comprehensive basis of accounting. Please
confirm to us that you
will not present non-GAAP consolidated income statements in future
filings. Please refer
to Question 102.10 of the Non-GAAP Financial Measures Codification and
Disclosure
Interpretation.
4. We note that adjustment (1) non-GAAP revenue adjustments include the
add back of
reseller fees, which are presented on a net basis in GAAP revenue.
Please tell us why you
believe this adjustment is appropriate, referring to your basis in
accounting literature. We
refer you to the guidance in Rule 100(b) of Regulation G and Question
100.04 of the Non-
GAAP Financial Measures Codification and Disclosure Interpretation.
5. Please clarify and disaggregate items included in the adjustments
labeled
Recapitalization and acquisition-related costs and
Non-recurring costs and other. For
each adjustment, explain whether they represent normal, recurring,
cash operating
expenses necessary to operate your business. We refer you to Rule
100(b) of Regulation G
and Question 100.01 of the Non-GAAP Financial Measures Codification
and Disclosure
Interpretation.
6. We note that adjustment (3) non-GAAP revenue adjustment includes one
month of
proforma Codecademy revenue to allow better comparison against the
three months ended
April 30, 2022. Please tell us why you believe this adjustment is
appropriate, referring to
your basis in accounting literature.
7. We note your presentation of Adjusted EBITDA margin % for each period
presented.
Please reconcile this non-GAAP measure to the most directly comparable
GAAP
measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K.
Form 8-K filed on August 15, 2022

Item 2.01. Completion of Acquisition or Disposition of Assets., page 1
Jeffrey Tarr
Skillsoft Corp.
September 22, 2022
Page 3
8. We note that on August 15, 2022, pursuant to that certain Stock
Purchase Agreement (the
Purchase Agreement ), by and among Skillsoft Corp., a Delaware
corporation
( Skillsoft ), Skillsoft (US) Corporation, a Delaware corporation
( Seller ), Amber
Holding Inc., a Delaware corporation (the Company ), and
Cornerstone OnDemand,
Inc., a Delaware corporation ( Buyer ), Skillsoft completed the
previously announced sale
of one hundred percent (100%) of the outstanding shares of capital
stock of the Company
to Buyer (the Transaction ). Please explain why you did not
provide pro forma financial
information prepared in accordance with Article 11 for your most
recently completed
fiscal year and subsequent interim period. We refer you to Item 9.01
of the General
Instructions to Form 8-K.
.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

You may contact Morgan Youngwood, Senior Staff Accountant at
202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 with any questions.



FirstName LastNameJeffrey Tarr Sincerely,
Comapany NameSkillsoft Corp.
Division of
Corporation Finance
September 22, 2022 Page 3 Office of
Technology
FirstName LastName