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): June 8, 2021
_________________
CHURCHILL CAPITAL
CORP II
(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.)
|
640
Fifth Avenue, 12th Floor
New York, NY
|
10019
|
(Address of principal executive offices)
|
(Zip Code)
|
(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if
the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒
|
Written
communication 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-commencements 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(s)
|
|
Name of each exchange
on which registered
|
Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
|
|
CCX.U
|
|
New York Stock Exchange
|
|
|
|
|
|
Shares of Class A common stock
|
|
CCX
|
|
New York Stock Exchange
|
|
|
|
|
|
Warrants
|
|
CCX WS
|
|
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 8.01 Other
Events.
Churchill
Capital Corp II (“Churchill” or the “Company”) expects to hold meetings with investors today at which the following
information will be provided:
|
·
|
Prosus plans to, upon completion of the merger, nominate Patrick Kolek, Prosus Group Chief Operating Officer, as Chairperson of the Board
of the Company, and Larry Illg, CEO Prosus EdTech and Food, as a Director of the Company.
|
|
·
|
The Company will discuss its expected post-merger management team, as announced on June 7, 2021.
|
|
·
|
Skillsoft and Global Knowledge continue to perform in line with Churchill’s internal plan and the Company is reaffirming the
combined Skillsoft-Global Knowledge FY 2022 outlook for Adjusted Gross Revenue and Adjusted EBITDA in the range of $645-675 million and
$155-175 million, respectively, as previously disclosed in the Company’s press release on May 13, 2021 and investor presentation
on May 19, 2021.
|
NON-GAAP FINANCIAL MEASURES
We track several non-GAAP metrics that we believe
are key financial measures of our success. Non-GAAP measures are frequently used by securities analysts, investors, and other interested
parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These
measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable
insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as
appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest
income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures have limitations
as an analytical tool. Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not
be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are
not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined
in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures
should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S.
GAAP.
We do not reconcile our forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability
and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because
not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most
directly comparable U.S. GAAP financial measure is available to us without unreasonable efforts. For the same reasons, we are unable
to address the probable significance of the unavailable information. We provide non-GAAP financial measures that we believe will be achieved,
however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially
different than the non-GAAP measures.
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. The
registration statement on Form S-4 was declared effective on May 27, 2021 and the definitive proxy statement/prospectus was mailed on
or about May 28, 2021 to stockholders of record on the close of business on April 28, 2021, the record date for special meeting. 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 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/A for the year ended December 31, 2020, which is 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 definitive 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 the completion of the transactions, the expected benefits of the transactions, other 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,” “outlook,” “target,” goal,” “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/A for the year ended December 31, 2020 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, Churchill’s products and for cloud-based technology learning solutions in general; Churchill’s ability to
compete successfully in competitive markets and changes in the competitive environment in Churchill’s industry and the markets
in which Churchill operates; Churchill’s ability to develop new products; failure of Churchill’s information technology infrastructure
or any significant breach of security; future regulatory, judicial and legislative changes in Churchill’s industry; the impact
of natural disasters, public health crises, political crises, or other catastrophic events; Churchill’s ability to attract and
retain key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; Churchill’s
ability to protect or obtain intellectual property rights; Churchill’s ability to raise additional capital; the impact of Churchill’s
indebtedness on Churchill’s financial position and operating flexibility; and Churchill’s 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.
SIGNATURES
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.
|
Churchill Capital Corp II
|
|
Date: June 8, 2021
|
By:
|
/s/ Peter Seibold
|
|
|
|
Name:
|
Peter Seibold
|
|
|
|
Title:
|
Chief Financial Officer
|
|
Churchill Capital Corp II (NYSE:CCX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Churchill Capital Corp II (NYSE:CCX)
Historical Stock Chart
From Sep 2023 to Sep 2024