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Delaware
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83-4388331
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(State or Other Jurisdiction of
Incorporation or Organization) |
| | | | |
(I.R.S. Employer
Identification Number) |
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|
P.J. Himelfarb
Merritt S. Johnson Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
| |
Sarah Kinnick Hilty
Chief Legal Officer 300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 (603) 324-3000 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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Page
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Securities Beneficially Owned
Prior to this Offering |
| |
Securities to be Sold in this
Offering(1) |
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Securities Beneficially
Owned After this Offering |
| |||||||||||||||||||||||||||||||||||||||
Name of Selling Securityholder
|
| |
Shares of
Class A common stock(2) |
| |
Warrants(3)
|
| |
Shares of
Class A common stock(2) |
| |
Warrants(3)
|
| |
Shares of
Class A common stock(2) |
| |
%
|
| |
Warrants(3)
|
| |
%
|
| ||||||||||||||||||||||||
MIH Learning B.V.(4)
|
| | | | 77,928,375 | | | | | | 16,666,667 | | | | | | 77,928,375 | | | | | | 16,666,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
SuRo Capital Corp.(5)
|
| | | | 981,843 | | | | | | — | | | | | | 981,843 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lodbrok Capital LLP(6)
|
| | | | 7,668,089 | | | | | | — | | | | | | 1,783,480 | | | | | | — | | | | | | 5,884,609 | | | | | | 3.58% | | | | | | — | | | | | | — | | |
Jeffrey Tarr(7)(8)
|
| | | | 1,906,358 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 906,358 | | | | | | * | | | | | | — | | | | | | — | | |
Union Square Ventures 2012
Fund, L.P.(9) |
| | | | 2,225,569 | | | | | | — | | | | | | 2,225,569 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
USV Investors 2012 Fund, L.P.(10)
|
| | | | 86,096 | | | | | | — | | | | | | 86,096 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Zachary D. Sims(11)(12)
|
| | | | 3,862,579 | | | | | | — | | | | | | 3,831,673 | | | | | | — | | | | | | 30,906 | | | | | | * | | | | | | — | | | | | | — | | |
Sims Family Delaware Holdings LLC(12)(13)
|
| | | | 505,711 | | | | | | — | | | | | | 505,711 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Andrew Bubinski(14)
|
| | | | 3,172,594 | | | | | | — | | | | | | 3,172,594 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Historical As of
January 31, 2022 |
| |
Historical As of
December 31, 2021 |
| |
Codecademy Financing
Transaction (Note 3) |
| | | | |
Codecademy Transaction
Accounting Adjustments (Note 4) |
| | | | |
As of
January 31, 2022 |
| |||||||||||||||
| | |
Skillsoft Corp.
|
| |
Codecademy
(Note 2) |
| | | | | | | |
Pro Forma
Condensed Combined |
| |||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 138,176 | | | | | $ | 45,005 | | | | | $ | 157,088 | | | |
3A
|
| | | $ | (42,005) | | | |
4A
|
| | | $ | 91,318 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | (203,434) | | | |
4B
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | (3,512) | | | |
4F
|
| | | | | | |
Restricted cash
|
| | | | 14,015 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 14,015 | | |
Accounts receivable, net
|
| | | | 173,876 | | | | | | 311 | | | | | | — | | | | | | | | | — | | | | | | | | | 174,187 | | |
Prepaid expenses and other current assets
|
| | | | 37,082 | | | | | | 2,338 | | | | | | — | | | | | | | | | — | | | | | | | | | 39,420 | | |
Assets held for sale, current portion
|
| | | | 64,074 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 64,074 | | |
Total current assets
|
| | | | 427,223 | | | | | | 47,654 | | | | | | 157,088 | | | | | | | | | (248,951) | | | | | | | | | 383,014 | | |
Property and equipment,
net |
| | | | 11,475 | | | | | | 443 | | | | | | — | | | | | | | | | — | | | | | | | | | 11,918 | | |
Goodwill
|
| | | | 795,811 | | | | | | — | | | | | | — | | | | | | | | | 309,146 | | | |
4E
|
| | | | 1,104,957 | | |
Intangible assets, net
|
| | | | 793,859 | | | | | | 2,373 | | | | | | — | | | | | | | | | 109,627 | | | |
4E
|
| | | | 905,859 | | |
Right of use assets
|
| | | | 17,988 | | | | | | 1,238 | | | | | | — | | | | | | | | | — | | | | | | | | | 19,226 | | |
Other assets
|
| | | | 10,780 | | | | | | 766 | | | | | | — | | | | | | | | | — | | | | | | | | | 11,546 | | |
Assets held for sale, long-term
portion |
| | | | 164,812 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 164,812 | | |
Total assets
|
| | | $ | 2,221,948 | | | | | $ | 52,474 | | | | | $ | 157,088 | | | | | | | | $ | 169,822 | | | | | | | | $ | 2,601,332 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current maturities of long-term debt
|
| | | $ | 4,800 | | | | | $ | — | | | | | $ | 1,600 | | | |
3A
|
| | | $ | — | | | | | | | | $ | 6,400 | | |
Borrowings under accounts receivable facility
|
| | | | 74,629 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 74,629 | | |
Accounts payable
|
| | | | 24,159 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 24,159 | | |
Accrued compensation
|
| | | | 40,822 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 40,822 | | |
Accrued expenses and other current liabilities
|
| | | | 47,757 | | | | | | 3,661 | | | | | | — | | | | | | | | | — | | | | | | | | | 51,418 | | |
| | |
Historical As of
January 31, 2022 |
| |
Historical As of
December 31, 2021 |
| |
Codecademy Financing
Transaction (Note 3) |
| | | | |
Codecademy Transaction
Accounting Adjustments (Note 4) |
| | | | |
As of
January 31, 2022 |
| |||||||||||||||
| | |
Skillsoft Corp.
|
| |
Codecademy
(Note 2) |
| | | | | | | |
Pro Forma
Condensed Combined |
| |||||||||||||||||||||
Lease liability
|
| | | | 6,387 | | | | | | 1,238 | | | | | | — | | | | | | | | | — | | | | | | | | | 7,625 | | |
Deferred revenue
|
| | | | 259,701 | | | | | | 16,744 | | | | | | — | | | | | | | | | — | | | | | | | | | 276,445 | | |
Liabilities held for sale, current portion
|
| | | | 87,467 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 87,467 | | |
Total Current Liabilities
|
| | | | 545,722 | | | | | | 21,643 | | | | | | 1,600 | | | | | | | | | — | | | | | | | | | 568,965 | | |
Long-term Debt
|
| | | | 462,185 | | | | | | — | | | | | | 155,488 | | | |
3A
|
| | | | — | | | | | | | | | 617,673 | | |
Warrant liabilities
|
| | | | 28,199 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 28,199 | | |
Deferred tax liabilities
|
| | | | 99,395 | | | | | | — | | | | | | — | | | | | | | | | 21,615 | | | |
4G
|
| | | | 121,010 | | |
Long-term lease liabilities
|
| | | | 11,750 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 11,750 | | |
Deferred revenue -non-current
|
| | | | 1,248 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 1,248 | | |
Other long-term liabilities
|
| | | | 11,125 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 11,125 | | |
Liabilities held for sale, long-term portion
|
| | | | 2,426 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 2,426 | | |
Total Liabilities
|
| | | | 1,162,050 | | | | | | 21,643 | | | | | | 157,088 | | | | | | | | | 21,615 | | | | | | | | | 1,362,396 | | |
Commitments and contingencies
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock
|
| | | | 11 | | | | | | — | | | | | | — | | | | | | | | | 3 | | | |
4C
|
| | | | 14 | | |
Common stock and additional paid-in
capital |
| | | | — | | | | | | 91,191 | | | | | | — | | | | | | | | | (91,191) | | | |
4D
|
| | | | — | | |
Additional paid-in capital
|
| | | | 1,306,146 | | | | | | — | | | | | | — | | | | | | | | | 182,547 | | | |
4C
|
| | | | 1,488,693 | | |
Accumulated deficit
|
| | | | (247,229) | | | | | | (60,360) | | | | | | — | | | | | | | | | 60,360 | | | |
4D
|
| | | | (250,741) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | (3,512) | | | |
4F
|
| | | | | | |
Accumulated other comprehensive income
|
| | | | 970 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 970 | | |
Total Stockholders’ Equity
|
| | | | 1,059,898 | | | | | | 30,831 | | | | | | — | | | | | | | | | 148,207 | | | | | | | | | 1,238,936 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 2,221,948 | | | | | $ | 52,474 | | | | | $ | 157,088 | | | | | | | | $ | 169,822 | | | | | | | | $ | 2,601,332 | | |
|
| | |
For the Year Ended
January 31, 2022 |
| |
From the Year Ended
December 31, 2021 |
| |
Codecademy Financing
Transaction (Note 3) |
| | | | |
Codecademy
Transaction Accounting Adjustments (Note 4) |
| | | | |
For the Year Ended
January 31, 2022 |
| |||||||||||||||
| | |
Skillsoft
(Note 5) |
| |
Codecademy
(Note 2) |
| | | | | | | |
Pro Forma
Condensed Combined |
| |||||||||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 545,560 | | | | | $ | 41,853 | | | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 587,413 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of revenues
|
| | | | 157,467 | | | | | | 5,284 | | | | | | — | | | | | | | | | — | | | | | | | | | 162,751 | | |
Content and software development
|
| | | | 46,072 | | | | | | 26,084 | | | | | | — | | | | | | | | | — | | | | | | | | | 72,156 | | |
Selling and marketing
|
| | | | 141,680 | | | | | | 19,336 | | | | | | — | | | | | | | | | — | | | | | | | | | 161,016 | | |
General and administrative
|
| | | | 107,076 | | | | | | 12,826 | | | | | | — | | | | | | | | | 8,258 | | | |
4H
|
| | | | 128,160 | | |
Amortization of intangible assets
|
| | | | 153,174 | | | | | | — | | | | | | — | | | | | | | | | 18,063 | | | |
4I
|
| | | | 171,237 | | |
Recapitalization and acquisition-related costs
|
| | | | 117,448 | | | | | | — | | | | | | — | | | | | | | | | 3,512 | | | |
4F
|
| | | | 120,960 | | |
Restructuring
|
| | | | 5,763 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 5,763 | | |
Operating and formation
costs |
| | | | 2,952 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 2,952 | | |
Total operating expenses
|
| | | | 731,632 | | | | | | 63,530 | | | | | | — | | | | | | | | | 29,833 | | | | | | | | | 824,995 | | |
Operating loss
|
| | | $ | (186,072) | | | | | $ | (21,677) | | | | | $ | — | | | | | | | | $ | (29,833) | | | | | | | | $ | (237,582) | | |
Other expense, net
|
| | | | (1,424) | | | | | | (291) | | | | | | — | | | | | | | | | — | | | | | | | | | (1,715) | | |
Loss on derivative liabilities
|
| | | | (4,161) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (4,161) | | |
Interest income
|
| | | | 136 | | | | | | 2 | | | | | | — | | | | | | | | | — | | | | | | | | | 138 | | |
Interest expense
|
| | | | (29,148) | | | | | | — | | | | | | (13,600) | | | |
3B
|
| | | | — | | | | | | | | | (42,748) | | |
Loss before benefit from income taxes
|
| | | | (220,669) | | | | | | (21,966) | | | | | | (13,600) | | | | | | | | | (29,833) | | | | | | | | | (286,068) | | |
Benefit from income
taxes |
| | | | (8,791) | | | | | | (67) | | | | | | (2,856) | | | |
4G
|
| | | | (6,265) | | | |
4G
|
| | | | (17,979) | | |
Loss from continuing operations
|
| | | | (211,878) | | | | | | (21,899) | | | | | | (10,744) | | | | | | | | | (23,568) | | | | | | | | | (268,089) | | |
Income from discontinued operations, net of tax
|
| | | | 13,115 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 13,115 | | |
Net loss
|
| | | $ | (198,763) | | | | | $ | (21,899) | | | | | $ | (10,744) | | | | | | | | $ | (23,568) | | | | | | | | $ | (254,974) | | |
Net loss per common share – basic and
diluted |
| | | $ | (1.49) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (1.56) | | |
Weighted-average common
shares – basic and diluted |
| | | | 133,143 | | | | | | | | | | | | | | | | | | | | | 30,374 | | | | | | | | | 163,517 | | |
| | |
Nine Months Ended
October 31, 2022 |
| |
From February 1, 2022 to April 4, 2022
|
| | | | |
Nine Months Ended
October 31, 2022 |
| ||||||||||||||||||||||||
| | |
Skillsoft Corp.
|
| |
Codecademy
|
| |
Codecademy Financing
Transaction (Note 3) |
| | | | |
Codecademy
Transaction Accounting Adjustments (Note 4) |
| | | | |
Pro Forma
Condensed Combined |
| |||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 414,803 | | | | | $ | 8,058 | | | | | $ | — | | | | | | | | $ | — | | | | | | | | $ | 422,861 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs of revenues
|
| | | | 109,662 | | | | | | 944 | | | | | | — | | | | | | | | | — | | | | | | | | | 110,606 | | |
Content and software development
|
| | | | 53,276 | | | | | | 4,952 | | | | | | — | | | | | | | | | — | | | | | | | | | 58,228 | | |
Selling and marketing
|
| | | | 126,089 | | | | | | 4,197 | | | | | | — | | | | | | | | | — | | | | | | | | | 130,286 | | |
General and administrative
|
| | | | 83,994 | | | | | | 2,044 | | | | | | — | | | | | | | | | 1,437 | | | |
4H
|
| | | | 87,475 | | |
Amortization of intangible assets
|
| | | | 128,196 | | | | | | 289 | | | | | | — | | | | | | | | | 3,490 | | | |
4I
|
| | | | 131,975 | | |
Impairment of goodwill and intangible assets
|
| | | | 641,362 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 641,362 | | |
Recapitalization and acquisition-related costs
|
| | | | 26,653 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 26,653 | | |
Restructuring
|
| | | | 10,289 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 10,289 | | |
Total operating expenses
|
| | | | 1,179,521 | | | | | | 12,426 | | | | | | — | | | | | | | | | 4,927 | | | | | | | | | 1,196,874 | | |
Operating loss
|
| | | $ | (764,718) | | | | | $ | (4,368) | | | | | $ | — | | | | | | | | $ | (4,927) | | | | | | | | $ | (774,013) | | |
Other income (expense), net
|
| | | | 2,733 | | | | | | (96) | | | | | | — | | | | | | | | | — | | | | | | | | | 2,637 | | |
Fair value adjustment of warrants
|
| | | | 26,080 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 26,080 | | |
Fair value adjustment of hedge
instruments |
| | | | 5,249 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 5,249 | | |
Interest income
|
| | | | 239 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 239 | | |
Interest expense
|
| | | | (37,541) | | | | | | — | | | | | | (1,732) | | | |
3B
|
| | | | — | | | | | | | | | (39,273) | | |
Loss before benefit from income
taxes |
| | | | (767,958) | | | | | | (4,464) | | | | | | (1,732) | | | | | | | | | (4,927) | | | | | | | | | (779,081) | | |
(Benefit from) provision for income taxes
|
| | | | (34,234) | | | | | | 14 | | | | | | (364) | | | |
4G
|
| | | | (1,035) | | | |
4G
|
| | | | (35,618) | | |
Loss from continuing
operations |
| | | | (733,724) | | | | | | (4,478) | | | | | | (1,368) | | | | | | | | | (3,892) | | | | | | | | | (743,463) | | |
Gain on sale of business
|
| | | | 53,756 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,756 | | |
Income from discontinued operations, net of tax
|
| | | | 8,483 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 8,483 | | |
Net loss
|
| | | $ | (671,485) | | | | | $ | (4,478) | | | | | $ | (1,368) | | | | | | | | $ | (3,892) | | | | | | | | $ | (681,224) | | |
Net loss per common share – basic and diluted
|
| | | $ | (4.27) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (4.34) | | |
Weighted-average common shares – basic and diluted
|
| | | | 157,137 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 157,137 | | |
| | |
As of
December 31, 2021 |
| | | | | | | | | | |
As of
January 31, 2022 |
| ||||||
| | |
Codecademy Historical
Condensed |
| |
Accounting Policies and
Reclassifications |
| | | | |
Codecademy
As Adjusted |
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 45,005 | | | | | $ | — | | | | | | | | $ | 45,005 | | |
Restricted cash
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Accounts receivable, net
|
| | | | 311 | | | | | | — | | | | | | | | | 311 | | |
Prepaid expenses and other current
assets |
| | | | 2,338 | | | | | | — | | | | | | | | | 2,338 | | |
Total Current Assets
|
| | | | 47,654 | | | | | | — | | | | | | | | | 47,654 | | |
Property and equipment, net
|
| | | | 443 | | | | | | — | | | | | | | | | 443 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Intangible assets, net
|
| | | | 4,293 | | | | | | (1,920) | | | |
2A
|
| | | | 2,373 | | |
Right of use assets
|
| | | | — | | | | | | 1,238 | | | |
2B
|
| | | | 1,238 | | |
Other assets
|
| | | | 766 | | | | | | — | | | | | | | | | 766 | | |
TOTAL ASSETS
|
| | | $ | 53,156 | | | | | $ | (682) | | | | | | | | $ | 52,474 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | |
Accrued expenses and other current liabilities
|
| | | | 3,661 | | | | | | — | | | | | | | | | 3,661 | | |
Lease liability
|
| | | | — | | | | | | 1,238 | | | |
2B
|
| | | | 1,238 | | |
Deferred revenue
|
| | | | 16,744 | | | | | | — | | | | | | | | | 16,744 | | |
Total Current Liabilities
|
| | | | 20,405 | | | | | | 1,238 | | | | | | | | | 21,643 | | |
Deferred tax liabilities
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Long-term lease liabilities
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total Liabilities
|
| | | $ | 20,405 | | | | | $ | 1,238 | | | | | | | | $ | 21,643 | | |
| | |
As of
December 31, 2021 |
| | | | | | | | | | |
As of
January 31, 2022 |
| ||||||
| | |
Codecademy Historical
Condensed |
| |
Accounting Policies and
Reclassifications |
| | | | |
Codecademy
As Adjusted |
| |||||||||
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | |
Common stock, preferred stock and paid-in
capital |
| | | | 91,191 | | | | | | — | | | | | | | | | 91,191 | | |
Accumulated deficit
|
| | | | (58,440) | | | | | | (1,920) | | | |
2A
|
| | | | (60,360) | | |
Total Stockholders’ Equity
|
| | | | 32,751 | | | | | | (1,920) | | | | | | | | | 30,831 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 53,156 | | | | | $ | (682) | | | | | | | | $ | 52,474 | | |
|
| | |
For the Fiscal Year
Ended December 31, 2021 |
| | | | | | | | | | |
For the Fiscal Year
Ended January 31, 2022 |
| ||||||
| | |
Codecademy Historical
Condensed |
| |
Accounting Policies,
Reclassifications, and Eliminations |
| | | | |
Pro Forma
Condensed Combined |
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 41,853 | | | | | $ | — | | | | | | | | $ | 41,853 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 5,284 | | | | | | — | | | | | | | | | 5,284 | | |
Content and software development
|
| | | | 24,598 | | | | | | 1,486 | | | |
2A
|
| | | | 26,084 | | |
Selling and marketing
|
| | | | 19,336 | | | | | | — | | | | | | | | | 19,336 | | |
General and administrative
|
| | | | 12,826 | | | | | | — | | | | | | | | | 12,826 | | |
Amortization of intangible assets
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Recapitalization and transaction-related
costs |
| | | | — | | | | | | — | | | | | | | | | — | | |
Restructuring
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Operating and formation costs
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total operating expenses
|
| | | | 62,044 | | | | | | 1,486 | | | | | | | | | 63,530 | | |
Operating income (loss):
|
| | | $ | (20,191) | | | | | $ | (1,486) | | | | | | | | $ | (21,677) | | |
Other income (expense), net
|
| | | | (291) | | | | | | — | | | | | | | | | (291) | | |
Gain on derivative liabilities
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Interest income
|
| | | | 2 | | | | | | — | | | | | | | | | 2 | | |
Interest expense
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Loss before provision for income taxes
|
| | | | (20,480) | | | | | | (1,486) | | | | | | | | | (21,966) | | |
Provision for income taxes
|
| | | | (67) | | | | | | — | | | | | | | | | (67) | | |
Net loss
|
| | | $ | (20,413) | | | | | $ | (1,486) | | | | | | | | $ | (21,899) | | |
|
Debt issuance
|
| | | $ | 160,000 | | |
|
Less: Original issue discount and issuance costs
|
| | | | (2,912) | | |
|
Net Proceeds
|
| | | $ | 157,088 | | |
|
Cash consideration
|
| | | $ | 203,434 | | |
|
Equity consideration(1)
|
| | | | 182,550 | | |
|
Total estimated consideration
|
| | | $ | 385,984 | | |
| Codecademy Estimated Goodwill | | | | | | | |
|
Cash. cash equivalents and restricted cash
|
| | | $ | 3,766 | | |
|
Current assets
|
| | | | 2,649 | | |
|
Property and equipment, net
|
| | | | 443 | | |
|
Intangible assets
|
| | | | 112,000 | | |
|
Total assets acquired
|
| | | | 118,858 | | |
|
Accrued expenses and other current liabilities
|
| | | | 3,661 | | |
|
Deferred revenues
|
| | | | 16,744 | | |
|
Deferred tax liabilities
|
| | | | 21,615 | | |
|
Total liabilities acquired
|
| | | | 42,020 | | |
|
Net assets acquired (a)
|
| | | | 76,838 | | |
|
Estimated purchase consideration (b)
|
| | | | 385,984 | | |
|
Estimated goodwill (b) – (a)
|
| | | $ | 309,146 | | |
| | |
Preliminary
Estimated Asset Fair Value |
| |
Preliminary
Weighted Average Useful Life (Years) |
| |||
Trade name
|
| | | $ | 44,000 | | | |
14 years
|
|
Developed Technology
|
| | | | 40,000 | | | |
5 years
|
|
Content
|
| | | | 18,000 | | | |
5 years
|
|
Customer Relationships
|
| | | | 10,000 | | | |
6 years
|
|
Total
|
| | | $ | 112,000 | | | | | |
Less: net intangible assets reported on Codecademy’s historical financial statements as of December 31, 2021
|
| | | | 2,373 | | | | | |
Pro forma adjustment
|
| | | $ | 109,627 | | | | | |
| | |
Predecessor Companies
for the period from February 1, 2021 to June 11, 2021 |
| |
Successor Company for
the Period from June 12, 2021 to January 31, 2022 |
| |
For the Fiscal Year Ended
January 31, 2022 |
| |||||||||||||||||||||
| | |
Churchill Capital
Corp II (Note 6) |
| |
Software Luxembourg
(Note 7) |
| |
Global Knowledge
(Note 8) |
| |
Skillsoft Corp.
(Note 9) |
| |
Skillsoft
Pro Forma Condensed Combined |
| |||||||||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | — | | | | | $ | 121,785 | | | | | $ | 71,932 | | | | | $ | 351,843 | | | | | $ | 545,560 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | — | | | | | | 22,043 | | | | | | 34,698 | | | | | | 100,726 | | | | | | 157,467 | | |
Content and software development
|
| | | | — | | | | | | 15,012 | | | | | | 492 | | | | | | 30,568 | | | | | | 46,072 | | |
Selling and marketing
|
| | | | — | | | | | | 30,094 | | | | | | 16,404 | | | | | | 95,182 | | | | | | 141,680 | | |
General and administrative
|
| | | | — | | | | | | 16,471 | | | | | | 19,765 | | | | | | 70,840 | | | | | | 107,076 | | |
Amortization of intangible assets
|
| | | | — | | | | | | 47,165 | | | | | | 17,034 | | | | | | 88,975 | | | | | | 153,174 | | |
Recapitalization and transaction-related costs
|
| | | | 59,121 | | | | | | 47,463 | | | | | | — | | | | | | 10,864 | | | | | | 117,448 | | |
Restructuring
|
| | | | — | | | | | | (576) | | | | | | 2,764 | | | | | | 3,575 | | | | | | 5,763 | | |
Operating and formation costs
|
| | | | 2,952 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,952 | | |
Total operating expenses
|
| | | | 62,073 | | | | | | 177,672 | | | | | | 91,157 | | | | | | 400,730 | | | | | | 731,632 | | |
Operating loss:
|
| | | $ | (62,073) | | | | | $ | (55,887) | | | | | $ | (19,225) | | | | | $ | (48,887) | | | | | $ | (186,072) | | |
Other income (expense), net
|
| | | | — | | | | | | (167) | | | | | | 624 | | | | | | (1,881) | | | | | | (1,424) | | |
(Loss) gain on derivative liabilities
|
| | | | (22,502) | | | | | | 900 | | | | | | — | | | | | | 17,441 | | | | | | (4,161) | | |
Interest income
|
| | | | — | | | | | | 60 | | | | | | — | | | | | | 76 | | | | | | 136 | | |
Interest expense
|
| | | | — | | | | | | (10,847) | | | | | | — | | | | | | (18,301) | | | | | | (29,148) | | |
Loss before provision for (benefit from) income taxes
|
| | | | (84,575) | | | | | | (65,941) | | | | | | (18,601) | | | | | | (51,552) | | | | | | (220,669) | | |
Provision for (benefit from) income taxes
|
| | | | 2 | | | | | | (6,037) | | | | | | (867) | | | | | | (1,889) | | | | | | (8,791) | | |
Loss from continuing operations
|
| | | | (84,577) | | | | | | (59,904) | | | | | | (17,734) | | | | | | (49,663) | | | | | | (211,878) | | |
Income from discontinued operations, net of tax
|
| | | | — | | | | | | 1,175 | | | | | | — | | | | | | 11,940 | | | | | | 13,115 | | |
Net loss
|
| | | $ | (84,577) | | | | | $ | (58,729) | | | | | $ | (17,734) | | | | | $ | (37,723) | | | | | $ | (198,763) | | |
| | |
For the period from February 1, 2021 to June 11, 2021
|
| ||||||||||||||||||
| | |
Churchill Capital
Corp II |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Condensed Combined |
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | — | | | | | $ | — | | | | | | | | $ | — | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Content and software development
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Selling and marketing
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | |
For the period from February 1, 2021 to June 11, 2021
|
| ||||||||||||||||||
| | |
Churchill Capital
Corp II |
| |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Condensed Combined |
| |||||||||
General and administrative
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Recapitalization and transaction-related costs
|
| | | | 59,121 | | | | | | — | | | | | | | | | 59,121 | | |
Restructuring
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Operating and formation costs
|
| | | | 2,952 | | | | | | — | | | | | | | | | 2,952 | | |
Total operating expenses
|
| | | | 62,073 | | | | | | — | | | | | | | | | 62,073 | | |
Operating loss:
|
| | | $ | (62,073) | | | | | $ | — | | | | | | | | $ | (62,073) | | |
Other income (expense), net
|
| | | | 60 | | | | | | (60) | | | |
6A
|
| | | | — | | |
(Loss) gain on derivative liabilities
|
| | | | (51,283) | | | | | | 28,781 | | | |
6B
|
| | | | (22,502) | | |
Interest income
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Loss before provision for income taxes
|
| | | | (113,296) | | | | | | 28,721 | | | | | | | | | (84,575) | | |
Provision for income taxes
|
| | | | 2 | | | | | | — | | | | | | | | | 2 | | |
Net loss
|
| | | $ | (113,298) | | | | | $ | 28,721 | | | | | | | | $ | (84,577) | | |
|
| | |
For the period from February 1, 2021 to June 11, 2021
|
| |||||||||||||||||||
| | |
Skillsoft
Predecessor Basis |
| | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Skillsoft |
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 102,494 | | | | | | $ | 19,291 | | | |
7A
|
| | | $ | 121,785 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 22,043 | | | | | | | — | | | | | | | | | 22,043 | | |
Content and software development
|
| | | | 15,012 | | | | | | | — | | | | | | | | | 15,012 | | |
Selling and marketing
|
| | | | 34,401 | | | | | | | (4,307) | | | |
7B
|
| | | | 30,094 | | |
General and administrative
|
| | | | 16,471 | | | | | | | — | | | | | | | | | 16,471 | | |
Amortization of intangible assets
|
| | | | 46,492 | | | | | | | 673 | | | |
7C
|
| | | | 47,165 | | |
Impairment of goodwill
|
| | | | — | | | | | | | — | | | | | | | | | — | | |
Recapitalization and transaction-related costs
|
| | | | 6,641 | | | | | | | 40,822 | | | |
7D
|
| | | | 47,463 | | |
Restructuring
|
| | | | (576) | | | | | | | — | | | | | | | | | (576) | | |
Total operating expenses
|
| | | | 140,484 | | | | | | | 37,188 | | | | | | | | | 177,672 | | |
Operating loss:
|
| | | $ | (37,990) | | | | | | $ | (17,897) | | | | | | | | $ | (55,887) | | |
Other expense, net
|
| | | | (167) | | | | | | | — | | | | | | | | | (167) | | |
Fair value adjustment of warrants
|
| | | | 900 | | | | | | | — | | | | | | | | | 900 | | |
| | |
For the period from February 1, 2021 to June 11, 2021
|
| |||||||||||||||||||
| | |
Skillsoft
Predecessor Basis |
| | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Skillsoft |
| |||||||||
Interest income
|
| | | | 60 | | | | | | | — | | | | | | | | | 60 | | |
Interest expense, net
|
| | | | (16,763) | | | | | | | 5,916 | | | |
7E
|
| | | | (10,847) | | |
Loss before benefit from income taxes
|
| | | | (53,960) | | | | | | | (11,981) | | | | | | | | | (65,941) | | |
Benefit from income taxes
|
| | | | (3,521) | | | | | | | (2,516) | | | |
7F
|
| | | | (6,037) | | |
Loss from continuing operations
|
| | | | (50,439) | | | | | | | (9,465) | | | | | | | | | (59,904) | | |
Income from discontinued operations, net of tax
|
| | | | 1,175 | | | | | | | — | | | | | | | | | 1,175 | | |
Net loss
|
| | | $ | (49,264) | | | | | | $ | (9,465) | | | | | | | | $ | (58,729) | | |
| | | | | | | | | | | | | | |
| | |
For the period from February 1, 2021 to June 11, 2021
|
| |||||||||||||||||||
| | |
Global Knowledge
Predecessor Basis |
| | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Global Knowledge |
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 71,932 | | | | | | $ | | | | | | | | $ | 71,932 | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 34,698 | | | | | | | | | | | | | | | | 34,698 | | |
Content and software development
|
| | | | 492 | | | | | | | | | | | | | | | | 492 | | |
Selling and marketing
|
| | | | 16,404 | | | | | | | | | | | | | | | | 16,404 | | |
General and administrative
|
| | | | 19,765 | | | | | | | | | | | | | | | | 19,765 | | |
Amortization of intangible assets
|
| | | | 2,646 | | | | | | | 14,388 | | | |
8A
|
| | | | 17,034 | | |
Restructuring
|
| | | | 2,764 | | | | | | | — | | | | | | | | | 2,764 | | |
Total operating expenses
|
| | | | 76,769 | | | | | | | 14,388 | | | | | | | | | 91,157 | | |
Operating loss:
|
| | | $ | (4,837) | | | | | | $ | (14,388) | | | | | | | | $ | (19,225) | | |
Other expense, net
|
| | | | 624 | | | | | | | — | | | | | | | | | 624 | | |
Interest expense, net
|
| | | | (11,970) | | | | | | | 11,970 | | | |
8B
|
| | | | — | | |
Loss before provision for (benefit from) income taxes
|
| | | | (16,183) | | | | | | | (2,418) | | | | | | | | | (18,601) | | |
Provision for (benefit from) income taxes
|
| | | | (359) | | | | | | | (508) | | | |
8C
|
| | | | (867) | | |
Net loss
|
| | | $ | (15,824) | | | | | | $ | (1,910) | | | | | | | | $ | (17,734) | | |
| | |
For the period from June 12, 2021 to January 31, 2022
|
| |||||||||||||||||||
| | |
Skillsoft
Successor Basis |
| | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Skillsoft |
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 351,843 | | | | | | $ | — | | | | | | | | $ | 351,843 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | 100,726 | | | | | | | — | | | | | | | | | 100,726 | | |
Content and software development
|
| | | | 30,568 | | | | | | | — | | | | | | | | | 30,568 | | |
Selling and marketing
|
| | | | 92,994 | | | | | | | 2,188 | | | |
9A
|
| | | | 95,182 | | |
General and administrative
|
| | | | 70,840 | | | | | | | — | | | | | | | | | 70,840 | | |
Amortization of intangible assets
|
| | | | 89,049 | | | | | | | (74) | | | |
9B
|
| | | | 88,975 | | |
| | |
For the period from June 12, 2021 to January 31,
2022 |
| |||||||||||||||||||
| | |
Skillsoft
Successor Basis |
| | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Skillsoft |
| |||||||||
Impairment of goodwill
|
| | | | — | | | | | | | — | | | | | | | | | — | | |
Recapitalization and transaction-related costs
|
| | | | 19,587 | | | | | | | (8,723) | | | |
9C
|
| | | | 10,864 | | |
Restructuring
|
| | | | 3,575 | | | | | | | — | | | | | | | | | 3,575 | | |
Total operating expenses
|
| | | | 407,339 | | | | | | | (6,609) | | | | | | | | | 400,730 | | |
Operating loss:
|
| | | $ | (55,496) | | | | | | $ | 6,609 | | | | | | | | $ | (48,887) | | |
Other expense, net
|
| | | | (1,881) | | | | | | | — | | | | | | | | | (1,881) | | |
Fair value adjustment of warrants
|
| | | | 17,441 | | | | | | | — | | | | | | | | | 17,441 | | |
Interest income
|
| | | | 76 | | | | | | | — | | | | | | | | | 76 | | |
Interest expense, net
|
| | | | (23,190) | | | | | | | 4,889 | | | |
9D
|
| | | | (18,301) | | |
Loss before benefit from income taxes
|
| | | | (63,050) | | | | | | | 11,498 | | | | | | | | | (51,552) | | |
Benefit from income taxes
|
| | | | (4,304) | | | | | | | 2,415 | | | |
9E
|
| | | | (1,889) | | |
Loss from continuing operations
|
| | | | (58,746) | | | | | | | 9,083 | | | | | | | | | (49,663) | | |
Income from discontinued operations, net of tax
|
| | | | 11,940 | | | | | | | — | | | | | | | | | 11,940 | | |
Net loss
|
| | | $ | (46,806) | | | | | | $ | 9,083 | | | | | | | | $ | (37,723) | | |
| | | | | | | | | | | | | | |
| | |
Amount paid
or to be paid |
| |||
SEC registration fee
|
| | | $ | 13,683.14 | | |
Printing and engraving expenses
|
| | | $ | * | | |
Legal fees and expenses
|
| | | $ | * | | |
Accounting fees and expenses
|
| | | $ | * | | |
Miscellaneous
|
| | | $ | * | | |
Total
|
| | | $ | * | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeffrey R. Tarr
Jeffrey R. Tarr
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
December 21, 2022
|
|
|
/s/ Richard Walker
Richard Walker
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
December 21, 2022
|
|
|
/s/ Jose Torres
Jose Torres
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
December 21, 2022
|
|
|
/s/ Ronald W. Hovsepian
Ronald W. Hovsepian
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Lawrence Charles Illg
Lawrence Charles Illg
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Helena B. Foulkes
Helena B. Foulkes
|
| |
Director
|
| |
December 21, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Patrick Kolek
Patrick Kolek
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Michael S. Klein
Michael S. Klein
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Karen G. Mills
Karen G. Mills
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Peter Schmitt
Peter Schmitt
|
| |
Director
|
| |
December 21, 2022
|
|
|
/s/ Lawrence H. Summers
Lawrence H. Summers
|
| |
Director
|
| |
December 21, 2022
|
|
Exhibit 5.1
|
767 Fifth
Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax |
December 21, 2022
Skillsoft Corp.
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062
Ladies and Gentlemen:
We have acted as counsel to Skillsoft Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale from time to time by certain selling securityholders (the “Selling Securityholders”) of up to (i) 23,453,596 shares of Class A common stock, par value $0.0001 per share of the Company (the “Class A common stock”), issuable upon exercise of the Public Warrants (as defined herein), (ii) 91,515,341 shares of Class A common stock, which includes up to 439,302 Class A common stock being held in escrow in accordance with the terms of the Merger Agreement (as defined herein) and up to 17,666,667 shares of Class A common stock issuable upon exercise of outstanding Private Warrants (as defined herein) and (iii) 17,666,667 warrants representing the Private Warrants.
For purposes of this opinion letter, the following terms have the meanings specified below:
“Churchill” means Churchill Capital Corp II, a Delaware corporation, which changed its name to Skillsoft Corp. following the consummation of the Mergers;
“Churchill IPO” means the initial public offering by Churchill which closed on July 1, 2019;
“Closing” means the consummation of the Mergers;
“Mergers” means, together, (a) the merger of Churchill with and into Software Luxembourg Holding S.A. with Churchill being the surviving company in the merger (the “Merger”) and (b) immediately following and as part of the same transaction as the Merger, the merger of Magnet Merger Sub, Inc. with and into Albert DE Holdings Inc., with Albert DE Holdings Inc. surviving the transaction as a wholly-owned subsidiary of Churchill;
“Private Placement Warrants” means 1,000,000 warrants of the Company originally issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO, each Private Placement Warrant exercisable for one additional share of the Company’s Class A common stock at an exercise price of $11.50 and which were subsequently transferred by the Sponsor to Jeffrey Tarr, the Company’s Chief Executive Officer, at Closing;
December 21, 2022 Page 2 |
“Private Warrants” means the Private Placement Warrants and the Prosus Warrants;
“Prosus Warrants” means 16,666,667 warrants of the Company issued pursuant to the subscription agreement entered into on October 12, 2020 by and between Churchill and MIH Learning B.V., as assignee of the rights and obligations of MIH Edtech Investments B.V. under such agreement;
“Public Warrants” means (i) 23,000,000 warrants of the Company sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market) and (ii) 453,596 warrants of the Company originally issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO, each such warrant exercisable for one additional share of the Company’s Class A common stock at an exercise price of $11.50, but which now constitute Public Warrants as result of being sold in unregistered transactions under Rule 144 under the Act;
“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of December 22, 2021, by and among, the Company, Ryzac Inc., a Delaware Corporation, Skillsoft Finance II, Inc., a Delaware corporation, Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Skillsoft Finance II, Inc., and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Ryzac Inc.;
“Selling Securityholder Shares” means the shares of Class A common stock to be offered and sold from time to time by the Selling Securityholders;
“Sponsor” means Churchill Sponsor II, LLC, a Delaware limited liability company;
“Warrant Agreements” means the agreements governing the terms of the Private Placement Warrants and the Prosus Warrants;
“Warrants” means the Private Warrants and the Public Warrants; and
“Warrant Shares” means shares of Class A common stock issuable upon exercise of the Private Warrants and the Public Warrants.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Second Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware incorporated by reference as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2021; (ii) the Second Amended and Restated Bylaws of the Company, incorporated by reference Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2021; (iii) the Registration Statement; (iv) the prospectus contained within the Registration Statement; (v) the Merger Agreement; and (vi) the Warrant Agreements and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
December 21, 2022 Page 3 |
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
With respect to the Warrant Shares and the Warrants, we have assumed that each of the Warrant Agreements and the Warrants have been duly authorized, executed and delivered by Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and constitute legal, valid and binding obligations of the Warrant Agent, enforceable in accordance with their terms, and we express no opinion to the extent that future issuances of securities of the Company, including the Warrant Shares, and/or antidilution adjustments to outstanding securities of the Company, including the Warrants, may cause the Warrants to be exercisable for more shares of Class A common stock than the number that then remain authorized but unissued. Further, we have assumed the exercise price of the Warrants will not be adjusted to an amount below the par value per share of the shares of Class A common stock. We have also assumed that at or prior to the time of the delivery of any of the Warrant Shares, the Registration Statement will have been declared effective under the Act, and no stop orders suspending the Registration Statement’s effectiveness will have been issued and remain in effect.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:
1. The Warrant Shares have been duly authorized and, when issued and paid for upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable;
2. The Warrants constitute legal, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); and
3. The Selling Securityholder Shares have been duly authorized and are, or in the case of the Selling Securityholder Shares that are issuable upon exercise of the Warrants, when issued and paid for upon exercise of the applicable Warrants in accordance with their terms will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
December 21, 2022 Page 4 |
The opinions expressed herein are limited to the corporate laws of the State of Delaware and, solely with respect to whether or not the Warrants are the legal, valid and legally binding obligations of the Company, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3 and related Prospectus of Skillsoft Corp. for the registration of shares of its Class A common stock and warrants to purchase shares of Class A common stock and to the incorporation by reference therein of our report dated April 15, 2022 (except for the presentation of discontinued operations for the SumTotal business as described in Note 6 and for subsequent events as described in Note 26, as to which the date is December 2, 2022), with respect to the consolidated financial statements of Skillsoft Corp., Software Luxembourg Holding S.A., and Pointwell Limited included in Skillsoft Corp.’s Current Report on Form 8-K dated December 5, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
December 21, 2022
Exhibit 23.3
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of Skillsoft Corp. on Form S-3 of our report dated March 12, 2021, except for the effects of the restatement disclosed in Note 2 – Amendment No. 1 as to which the date is May 10, 2021 and Note 2 – Amendment No. 2 as to which the date is October 21, 2022, with respect to our audits of the financial statements of Churchill Capital Corp II (now known as Skillsoft Corp.) as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from April 11, 2019 (inception) through December 31, 2019 appearing in the Annual Report on Amendment No. 2 to Form 10-K/A of Churchill Capital Corp II (now known as Skillsoft Corp.) for the year ended December 31, 2020 and our report dated December 8, 2022 with respect to our audit of the consolidated financial statements of Churchill Capital Corp II (now known as Skillsoft Corp.) as of June 10, 2021 and for the period from January 1, 2021 through June 10, 2021 appearing in the Form 8-K of Skillsoft Corp. dated December 8, 2022. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum llp
Marcum llp
New York, NY
December 21, 2022
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Skillsoft Corp., of our report dated March 30, 2022, relating to the financial statements of Ryzac, Inc.dba Codecademy for the years ended December 31, 2021 and 2020 which appears in Amendment No. 1 on Form 8-K/A filed by Skillsoft Corp. with the Securities and Exchange Commission on June 21, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement and related Prospectus.
/s/ WithumSmith+Brown, PC
Whippany, New Jersey
December 21, 2022
Exhibit 23.5
Consent of Independent Auditor
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated December 11, 2020, relating to the consolidated financial statements of Albert DE Holdings Inc. and subsidiaries which appears in Amendment No. 4 to the Registration Statement on Form S-4 filed on May 27, 2021 by Churchill Capital Corp II (now Skillsoft Corp.). Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
Raleigh, North Carolina
December 21, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Skillsoft Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee
Calculation or Carry Forward Rule | Amount Registered | Proposed
Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A common stock, par value $0.0001 per share | 457(c) | 73,848,674 | (1) | $ | 1.08 | (2)(3) | $ | 79,756,567.92 | 0.0001102 | $ | 8,789.17 | |||||||||||||
Equity | Warrants to purchase Class A common stock | 457(g) | 17,666,667 | — | (4) | — | — | — | ||||||||||||||||||
Equity | Class A common stock, par value $0.0001 per share, underlying the warrants | 457(c) | 41,120,263 | (1)(5) | $ | 1.08 | (2)(3) | $ | 44,409,884.04 | 0.0001102 | $ | 4,893.97 | ||||||||||||||
Total Offering Amounts | $ | 124,166,451.96 | $ | 13,683.14 | ||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||
Net Fee Due | $ | 13,683.14 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable by the registrant with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $1.08, which is the average of the high and low prices of the shares of the common shares on December 19, 2022 on the New York Stock Exchange.
(3) The proposed maximum offering price per share of common stock will be determined from time to time in connection with, and at the time of, the sale by the holder of such common stock.
(4) In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants, and no separate fee is payable for the warrants.
(5) Consists of the following: (i) 23,453,596 shares of our Class A common stock issuable upon the exercise of the Public Warrants (as defined herein); and (ii) 17,666,667 shares of our Class A common stock issuable upon the exercise of the Private Warrants (as defined herein).
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