UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note.
This Amendment No. 1 on Form 8-K/A (the “Amended Form 8-K”) amends the Current Report on Form 8-K filed by Skillsoft Corp. (the “Company”) with the Securities and Exchange Commission on April 5, 2022 (the “Original Form 8-K”). The Original Form 8-K reported the completion of the mergers (“Mergers”) pursuant to that certain Agreement and Plan of Merger, by and among the Company, Ryzac, Inc., a Delaware corporation (“Codecademy”), Skillsoft Finance II, Inc., a Delaware corporation (the “Borrower”), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower (“Merger Sub I”), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower (“Merger Sub II”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy. Pursuant to the completion of the Mergers, the Company acquired Codecademy on April 4, 2022.
This Amended Form 8-K is being filed solely to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this Amended Form 8-K has been presented for informational purposes only, as required by Item 9.01 of Form 8-K. It does not purport to represent the actual results of operations that the Company and Codecademy would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Mergers. Except as described in this Amended Form 8-K, all other information in the Original Form 8-K remains unchanged.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Codecademy as of and for the years ended December 31, 2021 and 2020 and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined condensed balance sheet of the Company as of January 31, 2022, giving effect to the Mergers as if they had been completed on January 31, 2022, and the unaudited pro forma combined condensed income statement of the Company for the fiscal year ended January 31, 2022, giving effect to the Mergers as if they had been completed on February 1, 2021, and the notes related thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits.
Exhibit Number |
| Description |
99.1 | Ryzac, Inc. (D.B.A. Codecademy) audited financial statements as December 31, 2021 and 2020 | |
99.2 | Unaudited Pro Forma Condensed Combined Financial Information | |
104 | The cover page from this Amendment No. 1 on Form 8-K/A, formatted in Inline XBRL (included as Exhibit 101) |