Form 8-K - Current report

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): May 20, 2024

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2024, Patrick Kolek provided notice to the Board of Directors (the “Board”) of Skillsoft Corp. (the “Company”) of his decision not to stand for re-election to the Board. Mr. Kolek has served on the Board since June 2021 and is a member of the Audit Committee and the chair of the Nominating and Governance Committee. Mr. Kolek is expected to continue to serve as a member of the Board through the expiration of his current term as a director at the Company’s annual meeting of stockholders scheduled for July 18, 2024. Mr. Kolek’s decision to not stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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: May 20, 2024

SKILLSOFT CORP.

By:	/s/ Richard George Walker
	Richard George Walker Chief Financial Officer

Document And Entity Information	May 20, 2024
Document Information [Line Items]
Entity, Registrant Name	Skillsoft Corp.
Document, Type	8-K
Document, Period End Date	May 20, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38960
Entity, Tax Identification Number	83-4388331
Entity, Address, Address Line One	7887 E. Belleview Ave, Suite 600
Entity, Address, City or Town	Greenwood Village
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80111
City Area Code	603
Local Phone Number	821-3902
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SKIL
Security Exchange Name	NYSE
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001774675