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December 28, 2022

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

Re: Skillsoft Corp.
Registration
Statement on Form S-3
Filed December 22,
2022
File No. 333-268938

Dear Richard Walker:

This is to advise you that we have not reviewed and will not
review your registration
statement.

Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Josh
Shainess, Legal
Branch Chief, at 202-551-7951 with any questions.




Sincerely,


Division of Corporation Finance

Office of Technology
cc: Merritt Johnson