As previously disclosed, on December 22, 2021, Skillsoft Corp., a Delaware
corporation (“Skillsoft” or the “Company”), entered into an Agreement and Plan of Merger, dated as of December
22, 2021 (the “Merger Agreement”), by and among the Company, Ryzac, Inc., a Delaware corporation (“Codecademy”),
Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Company (“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 which, subject to the terms and conditions set forth therein, Merger Sub I will merge with and into Codecademy (the “First Merger”),
with Codecademy being the surviving corporation of the First Merger (the “Surviving Corporation”), and immediately following
the First Merger and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub II, with Merger
Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the “Second Merger” and, together
with the First Merger, the “Mergers”).
On March 4, 2022, the Company received notice from the Committee on
Foreign Investment in the United States that it has concluded its review of the Mergers under Section 721 of the Defense Production Act
of 1950, as amended, and determined that there are no unresolved national security concerns with respect to the Mergers.
Additional Information and Where to Find It
This communication may be deemed solicitation
material in respect of the proposed acquisition of Codecademy by the Company. This communication does not constitute a solicitation of
any vote or approval. In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission (the
“SEC”) and mailed or otherwise provided to its shareholders a proxy statement regarding the proposed transaction. The
Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy
statement that has been filed or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed
at the Company’s stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the
proposed transaction, should be made only on the basis of the information contained in the Company’s proxy statement. Shareholders
may obtain a free copy of the proxy statement and other documents the Company files with the SEC through the website maintained by the
SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at https://investor.skillsoft.com/ copies
of materials it files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes
only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The Company and its directors, executive officers
and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of
the Company’s directors and executive officers in the Company’s Report on Form 8-K and Form 8-K/A filed on June 17, 2021.
To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since
the amounts set forth in the Company’s Form 8-K filed on June 17, 2021, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed
transaction has been included in the proxy statement relating to the proposed transaction filed with the SEC. These documents may be obtained
free of charge from the SEC’s website at www.sec.gov and the investor relations page of the Company’s website at https://investor.skillsoft.com/.
Forward Looking Statements
This document includes statements that are, or
may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those
laws. These forward-looking statements include information about possible or assumed future results of our operations, the timing and
occurrence of the closing of the transaction, and the anticipated transaction benefits. All statements, other than statements of historical
facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as
our outlook, our product development and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory
changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths,
goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies,
objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,”
“would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,”
goals,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon
the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results
may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events
and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained
in this document, including:
| · | the impact of changes in consumer spending patterns,
consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; |
| · | the impact of the ongoing COVID-19 pandemic (including
any variant) on our business, operating results and financial condition; |
| · | fluctuations in our future operating results; |
| · | our ability to successfully identify, consummate
and achieve strategic objectives in connection with our acquisition opportunities and realize the benefits expected from the acquisition; |
| · | the demand for, and acceptance of, our products
and for cloud-based technology learning solutions in general; |
| · | our ability to compete successfully in competitive
markets and changes in the competitive environment in our industry and the markets in which we operate; |
| · | our ability to market existing products and develop
new products; |
| · | a failure of our information technology infrastructure
or any significant breach of security, including in relation to the migration of our key platforms from our systems to cloud storage; |
| · | future regulatory, judicial and legislative changes
in our industry; |
| · | our ability to comply with laws and regulations
applicable to our business; |
| · | the impact of natural disasters, public health
crises, political crises, or other catastrophic events; |
| · | our ability to attract and retain key employees
and qualified technical and sales personnel; |
| · | fluctuations in foreign currency exchange rates; |
| · | our ability to protect or obtain intellectual
property rights; |
| · | our ability to raise additional capital; |
| · | the impact of our indebtedness on our financial
position and operating flexibility; |
| · | our ability to meet future liquidity requirements
and comply with restrictive covenants related to long-term indebtedness; |
| · | our ability to successfully defend ourselves
in legal proceedings; and |
| · | our ability to continue to meet applicable listing
standards. |
Additional factors that may cause actual results
to differ materially from any forward-looking statements regarding the transaction between Skillsoft and Codecademy include, but are not
limited to:
| · | our ability to timely satisfy the conditions
to the closing of the transaction contemplated in the definitive agreement; |
| · | occurrence of any event, change or other circumstances
that could give rise to the termination of the definitive agreement; |
| · | the possibility that the consummation of the
acquisition is delayed or does not occur, including the failure to obtain stockholder approval of the transaction; |
| · | our ability to realize the benefits from the
acquisition; |
| · | our ability to effectively and timely incorporate
the acquired business into our business operations; |
| · | risks that the acquisition and other transactions
contemplated by the definitive agreement disrupt current plans and operations that may harm the parties’ current businesses; and |
| · | the amount of any costs, fees, expenses, impairments
and charges related to the acquisition; and |
| · | uncertainty as to the effects of the announcement
or pendency of the acquisition on the market price of the Company’s common stock and/or on the parties’ respective financial
performance. |
The foregoing list of factors is not exhaustive
and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the
risk factors included in the Company’s Amendment No. 1 to its Registration Statement on Form S-1 declared effective by the SEC on
July 29, 2021, and subsequent filings with the SEC.
Although we believe that the assumptions underlying
our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these
assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included
in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual
results. Additionally, statements as to market share, industry data and our market position are based on the most currently available
data available to us and our estimates regarding market position or other industry data included in this document or otherwise discussed
by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.
Our forward-looking statements speak only as of
the date made and we will not update these forward-looking statements unless required by applicable law. With regard to these risks, uncertainties
and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these
forward-looking statements.