UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
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 |
| (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 the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 83066P200
|
SCHEDULE 13G/A
|
Page 2
of 8 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Paradice Investment Management LLC
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|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
5,435,329
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|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
11,829,327
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 83066P200
|
SCHEDULE 13G/A
|
Page 3
of 8 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Paradice Investment Management Pty Ltd
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
5,435,329
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
11,829,327
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
HC
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|||
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CUSIP No. 83066P200
|
SCHEDULE 13G/A
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Page 4
of 8 Pages
|
| Item 1. | (a) Name of Issuer |
Skillsoft Corp. (formerly Churchill Capital Corp. II)
| (b) Address of Issuer’s Principal Executive Offices |
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062
| Item 2. | (a) Name of Person Filing |
Paradice Investment Management LLC
Paradice Investment Management Pty Ltd
| (b) Address of Principal Business Office, or, if none, Residence |
Paradice Investment Management LLC
250 Fillmore Street, Suite 425
Denver, Colorado 80206
Paradice Investment Management Pty Ltd
Level 27
Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
| (c) Citizenship |
Paradice Investment Management LLC - Delaware
Paradice Investment Management Pty Ltd - Australia
| (d) Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share (the “Common Stock”)
| (e) CUSIP No.: |
83066P200
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CUSIP No. 83066P200
|
SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. 83066P200
|
SCHEDULE 13G/A
|
Page
6 of 8 Pages
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Item 4. Ownership
The information as of the filing date required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 83066P200
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SCHEDULE 13G/A
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Page 7
of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2023
| Paradice Investment Management LLC | |||
| By: | Lucinda Hill | ||
| Name: | Lucinda Hill | ||
| Title: | Chief Compliance Officer | ||
| Paradice Investment Management Pty Ltd | |||
| By: | Peter Manley | ||
| Name: | Peter Manley | ||
| Title: | Chief Operating Officer | ||
|
CUSIP No. 83066P200
|
SCHEDULE 13G/A
|
Page 8
of 8 Pages
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JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 10, 2022, (the "Schedule 13G/A"), with respect to the Common Stock of Skillsoft Corp. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 8th day of February 2023.
| Paradice Investment Management LLC | |||
| By: | Lucinda Hill | ||
| Name: | Lucinda Hill | ||
| Title: | Chief Compliance Officer | ||
| Paradice Investment Management Pty Ltd | |||
| By: | Peter Manley | ||
| Name: | Peter Manley | ||
| Title: | Chief Operating Officer | ||