0000950142-21-002016.txt : 20210614 0000950142-21-002016.hdr.sgml : 20210614 20210614175804 ACCESSION NUMBER: 0000950142-21-002016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210611 FILED AS OF DATE: 20210614 DATE AS OF CHANGE: 20210614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Michael Stuart CENTRAL INDEX KEY: 0001327392 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015895 MAIL ADDRESS: STREET 1: C/O DAVIS POLK & WARDWELL STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M. Klein Associates, Inc. CENTRAL INDEX KEY: 0001751504 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015894 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Churchill Sponsor II LLC CENTRAL INDEX KEY: 0001774674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015893 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Hornblower Sponsor LLC DATE OF NAME CHANGE: 20190423 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Skillsoft Corp. CENTRAL INDEX KEY: 0001774675 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 834388331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Churchill Capital Corp II DATE OF NAME CHANGE: 20190502 FORMER COMPANY: FORMER CONFORMED NAME: Hornblower Acquisition Corp DATE OF NAME CHANGE: 20190423 4 1 es210159254_4-kleinmichael.xml OWNERSHIP DOCUMENT X0306 4 2021-06-11 0 0001774675 Skillsoft Corp. SKIL 0001327392 Klein Michael Stuart C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA NH 03062 1 0 0 0 0001751504 M. Klein Associates, Inc. C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA NH 03062 0 0 1 0 0001774674 Churchill Sponsor II LLC C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA NH 03062 0 0 1 0 Class A common stock 2021-06-11 4 M 0 17250000 A 17250000 I See footnotes Class B common stock 2021-06-11 4 M 0 17250000 D Class A common stock 17250000 0 I See footnotes Warrants 11.50 2021-06-11 4 A 0 1500000 A 2021-07-11 2026-06-11 Class A common stock 1500000 16300000 I See footnotes This Form 4 is filed by the following Reporting Persons: Michael Stuart Klein, M. Klein Associates, Inc., and Churchill Sponsor II LLC ("Sponsor"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Upon the consummation of the Issuer's business combination with Software Luxembourg Holding S.A. on June 11, 2021 (the "Business Combination"), each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. In connection with the consummation of the Business Combination, the Issuer issued 1,500,000 warrants to purchase one share of Class A common stock of the Issuer, subject to adjustment pursuant to the terms of the warrants, to Sponsor in satisfaction of the $1,500,000 working capital loan from the Sponsor to the Issuer. The warrants become exercisable on July 10, 2021 and expire at 5:00 p.m., New York City time, on June 11, 2026, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants. Mr. Klein has a minority interest in M. Klein & Company, LLC, and is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Sponsor. Following the consummation of the Business Combination, the Reporting Persons own less than 10% of the outstanding Class A common stock of the Issuer. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of any securities reported herein. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein. Exhibit 99.1 (Joint filer information) is incorporated by reference here. See Signatures included in Exhibit 99.1 2021-06-14 EX-99.1 2 es210159254_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This statement on Form 4 is filed jointly by each of the undersigned.

 

Name of Designated Filer: Klein Michael Stuart

 

Date of Event Requiring Statement: June 11, 2021

 

Issuer Name: Skillsoft Corp. [SKIL]

 

 

    MICHAEL KLEIN  
         
    /s/ Michael Klein  
    Michael Klein  

 

 

    M. KLEIN ASSOCIATES, INC.  
         
    By: /s/ Jay Taragin  
    Name: Jay Taragin  
    Title: Authorized Signatory  

 

 

    CHURCHILL SPONSOR II LLC  
         
    By: /s/ Jay Taragin  
    Name: Jay Taragin  
    Title: Authorized Signatory