In connection with the preparation of the registration statement and the requirement to include the audited financial statements of SPAC Predecessor for the fiscal year ended December 31, 2021, as part of such filing, on June 1, 2022, the Audit Committee determined that the SPAC Predecessor’s financial statements for the year ended December 31, 2020; as of July 1, 2019; as of and for the period ended September 30, 2019; as of December 31, 2019 and for the period ended April 11, 2019 (inception) to December 31, 2019; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the “Affected Periods”) should no longer be relied upon due to the reclassification of the SPAC Predecessor’s temporary and permanent equity and resulting restatement of the initial carrying value of the SPAC Predecessor’s Class A common stock subject to possible redemption (and related changes). The reclassification resulted from a determination by the Company’s management that the Class A common stock issued in connection with the SPAC Predecessor’s initial public offering (“IPO”) could be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the SPAC Predecessor’s control. Therefore, in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99-3A, the SPAC Predecessor’s Class A common stock subject to possible redemption should have been valued at $10.00 per share and should not have taken into account the fact that a redemption of the SPAC Predecessor’s Class A common stock could not result in net tangible assets being less than $5,000,001.

The Company will restate the financial statements of the SPAC Predecessor for the Affected Periods in the registration statement. The restatement does not impact the continuing operations of the Company as the redeemable equity was eliminated as part of the Business Combination. The restatement also does not have an impact on the SPAC Predecessor’s cash position and cash held in the trust account established in connection with the IPO.

The matters disclosed in this Current Report on Form 8-K have been discussed with the Audit Committee and Marcum LLP, the SPAC Predecessor’s independent registered public accounting firm prior to the Business Combination.

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. 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 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 our Form 10-K filed with the SEC for the fiscal year ended January 31, 2022.

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.