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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
  (Commission File
  (I.R.S. Employer
Identification No.)



300 Innovative Way, Suite 201

Nashua, NH

(Address of principal executive offices)   (Zip Code)


(603) 324-3000

Registrant’s telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class   Trading
  Name of each exchange on which registered
Shares of Class A common stock, $0.0001 par value per share   SKIL   New York Stock Exchange
Warrants   SKIL WS   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 2.02Results of Operations and Financial Condition.


The updated full year fiscal 2022 outlook and related non-GAAP disclosure of Skillsoft Corp. (the “Company”) included in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.


Item 7.01Regulation FD Disclosure.


On March 15, 2022, the Company issued a press release announcing the commencement of the Company’s syndication of a $160 million senior secured term loan B facility, which will be used to finance a portion of the cash consideration of the Company’s pending acquisition of Codecademy, a leading online learning platform for technical skills. A copy of the press release and certain related slides are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01Financial Statements and Exhibits




99.1 Press release, dated March 15, 2022.
99.2 Selected Supplemental Materials.
104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: March 15, 2022


  By: /s/ Gary W. Ferrera
    Gary W. Ferrera
    Chief Financial Officer