Annual report pursuant to Section 13 and 15(d)

Note 16 - Shareholders' Equity

Note 16 - Shareholders' Equity
12 Months Ended
Jan. 31, 2024
Notes to Financial Statements  
Equity [Text Block]

(16) Shareholders Equity


Skillsoft Corp. (Successor)


Common Stock


As of January 31, 2024, the Company’s authorized share capital consisted of 18,750,000 shares of Class A common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each, and 8,380,436 shares of Class A common stock were issued and 8,080,659 shares were outstanding. As of January 31, 2024, the Company had no shares of preferred stock or Class C common stock outstanding. Except as required by law, holders of shares of Class C common stock are not entitled to vote any such shares.


Subject to applicable law, the Company may declare dividends to be paid ratably to holders of Class A common stock out of the Company’s assets that are legally available to be distributed as dividends in the discretion of the Company’s board of directors. Holders of Class C common stock are generally not entitled to dividends.




Refer to Note 17, for information related to the equity classified warrants.


Share Repurchases and Repurchase Authorization


On September 7, 2022, the Company's board of directors authorized Skillsoft to repurchase up to $30.0 million of its Class A common stock, which expired September 7, 2023. Under the program, the Company was authorized to purchase shares in the open market, in private negotiated transactions, or by other means from time to time. The share repurchase program did not obligate the Company to purchase any minimum number of shares. Under the program, the Company repurchased 218,263 of its shares for $8.0 million during the fiscal year ended January 31, 2024 (Successor). From inception through April 19, 2023, we repurchased 299,777 of our shares for $10.9 million.


Accumulated Other Comprehensive Income (Loss)


Accumulated Other Comprehensive Income (Loss) associated with foreign currency translation adjustments consisted of the following (in thousands):



For the Year Ended January 31, 2024


Before Tax


Income Tax




Balance as of January 31, 2023 (Successor)

  $ (14,794 )   $     $ (14,794 )

Translation adjustment

    1,744             1,744  

Balance as January 31, 2024 (Successor)

  $ (13,050 )   $     $ (13,050 )



For the Year Ended January 31, 2023


Before Tax


Income Tax




Balance as of January 31, 2022 (Successor)

  $ 970     $     $ 970  

Translation adjustment

    (17,874 )           (17,874 )

Deconsolidation of SumTotal

    2,110             2,110  

Balance as January 31, 2023 (Successor)

  $ (14,794 )   $     $ (14,794 )