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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
Number)
(I.R.S. Employer
Identification No.)
 ​
 
7887 E. Belleview Ave, Suite 600
Greenwood Village, Colorado 80111
(Address of principal executive offices)
 
(603) 821-3902
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))
 
​Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol
 
Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
 
SKIL
 
New York Stock Exchange
Warrants
 
SKILW (1)
 
(1)
 ​
(1) On October 25, 2023, the New York Stock Exchange filed a Form 25 to delist the Company's warrants and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended. Effective October 26, 2023, the registrant's warrants are trading on the OTC Pink Marketplace under the symbol "SKILW".
 
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
 ​
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 2.02. Results of Operations and Financial Condition.
 ​
On December 5, 2023, Skillsoft Corp. issued a press release reporting its financial results for the fiscal quarter ended October 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
 
The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 ​
Item 7.01. Regulation FD Disclosure.
 
On December 5, 2023, Skillsoft Corp. posted an earnings supplement presentation to its website at https://investor.skillsoft.com/company-information/presentations.
 
The information contained in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statement and Exhibits.
 ​
(d) Exhibits.
 ​
Exhibit Number
 
Description
99.1
Press Release, dated December 5, 2023.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 ​
 

 
 ​
SIGNATURE
 ​
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: December 5, 2023
 ​
 
SKILLSOFT CORP.
By:
/s/ Richard George Walker
Richard George Walker
Chief Financial Officer