Item 8.01 Other
Events.
On
May 3, 2021, Churchill Capital Corp II (“Churchill”) received notice from the Committee on Foreign Investment in the United
States that it has concluded all action under Section 721 of the Defense Production Act of 1950 (codified at 50 U.S.C. § 4565) and
all rules and regulations promulgated thereunder, including those codified at 31 C.F.R. Parts 800 and 801, and determined that there
are no unresolved national security concerns with respect to the previously disclosed investment pursuant to the subscription agreement,
dated as of October 12, 2020, by and among Churchill, Churchill Sponsor II LLC and MIH Edtech Investments B.V. (formerly known as MIH
Ventures B.V.) and the previously disclosed acquisition pursuant to the Agreement and Plan of Merger, dated as of October 12,
2020, by and among Churchill, Magnet Merger Sub, Inc., and Albert DE Holdings Inc.
IMPORTANT
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This
communication is being made in respect of the proposed merger transaction involving Churchill and Skillsoft. Churchill has filed a registration
statement on Form S-4 with the SEC, which includes a proxy statement of Churchill and a prospectus of Churchill, and Churchill will file
other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent
to the stockholders of Churchill and Skillsoft, seeking any required stockholder approval. Before making any voting or investment decision,
investors and security holders of Churchill and Skillsoft are urged to carefully read the entire registration statement and proxy statement/prospectus
and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they contain
important information about the proposed transaction. The documents filed by Churchill with the SEC may be obtained free of charge at
the SEC’s website at www.sec.gov. In addition, the documents filed by Churchill may be obtained free of charge from Churchill at
www.churchillcapitalcorp.com. Alternatively, these documents, when available, can be reduce spacing to be consistent obtained free of
charge from Churchill upon written request to Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn:
Secretary, or by calling (212) 380-7500.
Churchill, Skillsoft and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Churchill, in favor of
the approval of the merger. Information regarding Churchill’s directors and executive officers is contained in Churchill’s
Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarterly periods ended
March 31, 2020, June 30, 2020 and September 30, 2020, which are filed with the SEC. Additional information regarding the interests of
those participants, the directors and executive officers of Skillsoft and other persons who may be deemed participants in the transaction
may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC.
Free copies of these documents may be obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Churchill’s, Skillsoft’s
and Global Knowledge’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements
concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “intends” or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements.
Certain of these risks are identified and discussed in Churchill’s Form 10-K for the year ended December 31, 2019 under Risk Factors
in Part I, Item 1A and in the registration statement on Form S-4 discussed above. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and
Churchill, Skillsoft and Global Knowledge believe there is a reasonable basis for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of
the date they are made, and none of Churchill, Skillsoft or Global Knowledge is under any obligation, and expressly disclaim any obligation,
to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by law. Readers should carefully review the statements set forth in the reports, which Churchill has filed or will
file from time to time with the SEC.
In addition to factors previously disclosed in Churchill’s
reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or historical performance: ability to meet the closing conditions to the
Skillsoft Merger, including approval by stockholders of Churchill and Skillsoft, and the Global Knowledge Merger on the expected terms
and schedule and the risk that regulatory approvals required for the Skillsoft Merger and the Global Knowledge Merger are not obtained
or are obtained subject to conditions that are not anticipated; delay in closing the Skillsoft Merger and the Global Knowledge Merger;
failure to realize the benefits expected from the proposed transactions; the effects of pending and future legislation; risks related
to disruption of management time from ongoing business operations due to the proposed transactions; business disruption following the
transactions; risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of Churchill,
Skillsoft and Global Knowledge; risks related to Churchill’s, Skillsoft’s or Global Knowledge’s indebtedness; other
consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; 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 develop new products;
failure of our information technology infrastructure or any significant breach of security; future regulatory, judicial and legislative
changes in our industry; 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; and our ability to successfully defend ourselves in legal proceedings.
Any financial projections in this communication are forward-looking
statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are
beyond Churchill’s, Skillsoft’s and Global Knowledge’s control. While all projections are necessarily speculative, Churchill,
Skillsoft and Global Knowledge believe that the preparation of prospective financial information involves increasingly higher levels of
uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected
results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties
that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication
should not be regarded as an indication that Churchill, Skillsoft and Global Knowledge, or their representatives, considered or consider
the projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering an investment in Churchill and is not intended to form the basis of
an investment decision in Churchill. All subsequent written and oral forward-looking statements concerning Churchill, Skillsoft and Global
Knowledge, the proposed transactions or other matters and attributable to Churchill, Skillsoft and Global Knowledge or any person acting
on their behalf are expressly qualified in their entirety by the cautionary statements above.