Filed pursuant to Rule 424(b)(3)
Registration No. 333-257718
PROSPECTUS SUPPLEMENT No. 11
(to Prospectus dated August 2, 2021)
70,250,000 Shares of Class A Common Stock
33,966,667 Warrants to Purchase Shares of Class
A Common Stock
56,966,667 Shares of Class A Common Stock Underlying
Warrants
This prospectus supplement updates and supplements
the prospectus dated August 2, 2021, which forms a part of our registration statement on Form S-1 (No. 333-257718). This prospectus supplement
is being filed to update and supplement the information in the prospectus dated August 2, 2021, the related prospectus supplement dated
August 5, 2021, the prospectus supplement dated September 15, 2021, the prospectus supplement dated December 15, 2021, the prospectus
supplement dated December 22, 2021, the prospectus supplement dated February 14, 2022, the prospectus supplement dated February 25, 2022,
the prospectus supplement dated March 7, 2022, the prospectus supplement dated March 15, 2022, the prospectus supplement dated April 1,
2022, and the prospectus supplement dated April 5, 2022 (together, the “Prospectus”) with information contained in our Current
Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2022 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the issuance by us of up to 23,000,000 shares of our Class A common stock, par value $0.0001 per share that are issuable upon
the exercise of the Public Warrants (as defined below).
In addition, the Prospectus and this prospectus
supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling
Securityholders”), or their permitted transferees, of (a) up to 104,216,667 shares of our Class A common stock (which includes up
to 33,966,667 shares of Class A common stock issuable upon the exercise of outstanding warrants) and (b) up to 33,966,667 warrants. We
will not receive any proceeds from the sale of shares of our Class A common stock or warrants by the Selling Securityholders pursuant
to the Prospectus, except with respect to amounts received by us upon exercise of the warrants to the extent such warrants are exercised
for cash. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders
for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities,
associated with the sale of securities pursuant to the Prospectus.
Our registration of the securities covered by
the Prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities.
The Selling Securityholders may offer and sell the securities covered by the Prospectus in a number of different ways and at varying prices.
We provide more information in the section entitled “Plan of Distribution.” In addition, certain of the securities
being registered hereby are subject to vesting and/or transfer restrictions that may prevent the Selling Securityholders from offering
or selling of such securities upon the effectiveness of the registration statement of which the Prospectus is a part. See “Description
of Securities” for more information.
You should read the Prospectus and any prospectus
supplement or amendment carefully before you invest in our securities. Our Class A common stock and warrants are traded on the New York
Stock Exchange under the symbol “SKIL” and “SKIL.WS”, respectively. On April 6, 2022, the last reported sale price
of our Class A common stock on the New York Stock Exchange was $5.52 per share, and the closing price of our warrants was $1.04 per warrant.
This prospectus supplement updates and supplements
the information in the Prospectus, and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any subsequent amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus,
and if there is any inconsistency between the information in the Prospectus, and this prospectus supplement, you should rely on the information
in this prospectus supplement. The information in this prospectus supplement modifies and supersedes, in part, the information in the
Prospectus. Any information in the Prospectus that is modified or superseded shall not be deemed to constitute a part of the Prospectus
except as modified or superseded by this prospectus supplement. You should not assume that the information provided in this prospectus
supplement or the Prospectus is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement
or the Prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in
our affairs since the date of this prospectus supplement, or that the information contained in this prospectus supplement or the Prospectus
is correct as of any time after the date of that information.
Investing in our securities involves a high
degree of risk. See the section entitled “Risk Factors” beginning on page 8 of the Prospectus and under similar
headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission
nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this
Prospectus Supplement No. 11. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is April
6, 2022.
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):
April 6, 2022
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.) |
300 Innovative Way, Suite 201
Nashua, NH |
|
03062 |
(Address of principal executive offices) |
|
(Zip Code) |
(603) 324-3000
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)) |
Title of each class |
|
Trading
Symbol |
|
Name of each exchange on which registered |
Shares of Class A common stock, $0.0001 par value per share |
|
SKIL |
|
New York Stock Exchange |
|
|
|
|
|
Warrants |
|
SKIL 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 2.02. Results of Operations and Financial
Condition.
On April 6, 2022, Skillsoft Corp. (the “Company”) issued
a press release reporting its financial results for the fiscal quarter and year ended January 31, 2022. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in Item 2.02 of this Current Report, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On April 6, 2022, the Company posted an updated investor presentation
and earnings supplement presentation to its website at https://investor.skillsoft.com/company-information/presentations.
The information contained in Item 7.01 of this Current Report shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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: April 6, 2022
|
SKILLSOFT CORP. |
|
|
|
By: |
/s/ Gary W. Ferrera |
|
|
Gary W. Ferrera |
|
|
Chief Financial Officer |
Churchill Capital Corp II (NYSE:CCX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Churchill Capital Corp II (NYSE:CCX)
Historical Stock Chart
From Apr 2023 to Apr 2024