Skillsoft (SKIL) - 2026 Q2 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements Skillsoft Corp.'s unaudited condensed consolidated financial statements and notes for periods ended July 31, 2025 and 2024 Unaudited Condensed Consolidated Balance Sheets | Metric | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Total assets | $969,426 | $1,106,069 | | Total current assets | $252,779 | $332,853 | | Accounts receivable, net | $96,778 | $178,989 | | Deferred revenue | $215,309 | $282,295 | | Total shareholders' equity (deficit) | $42,453 | $93,846 | - Total assets decreased by approximately $136.6 million from January 31, 2025, to July 31, 2025, primarily driven by a significant reduction in accounts receivable and deferred revenue[14] Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total revenues | $128,822 | $132,223 | $253,023 | $260,016 | | Operating income (loss) | $(11,830) | $(19,328) | $(30,016) | $(43,160) | | Net income (loss) | $(23,788) | $(39,566) | $(61,837) | $(67,202) | | Basic and diluted EPS | $(2.78) | $(4.84) | $(7.32) | $(8.26) | - Total revenues decreased by 2.6% for the three months and 2.7% for the six months ended July 31, 2025, compared to the prior year periods, while net loss significantly improved, decreasing by 39.9% for the three months and 8.0% for the six months, reflecting improved operating efficiency[17] Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income (loss) | $(23,788) | $(39,566) | $(61,837) | $(67,202) | | Foreign currency adjustment, net of tax | $(27) | $64 | $2,946 | $(2,823) | | Total comprehensive income (loss) | $(23,815) | $(39,502) | $(58,891) | $(70,025) | - Total comprehensive loss improved for both the three and six months ended July 31, 2025, compared to the prior year, with a notable positive foreign currency adjustment for the six-month period in 2025[21] Unaudited Condensed Consolidated Statements of Shareholders' Equity (Deficit) | Metric | January 31, 2025 (in thousands) | July 31, 2025 (in thousands) | | :-------------------------------- | :------------------------------ | :----------------------------- | | Total Shareholders' Equity (Deficit) | $93,846 | $42,453 | | Accumulated (deficit) | $(1,443,386) | $(1,505,223) | | Additional paid-in capital | $1,565,040 | $1,572,538 | | Stock-based compensation (6 months) | N/A | $10,829 | | Net income (loss) (6 months) | N/A | $(61,837) | - Shareholders' equity (deficit) decreased by $51.4 million from January 31, 2025, to July 31, 2025, primarily due to the net loss incurred during the period, partially offset by stock-based compensation[29] Unaudited Condensed Consolidated Statements of Cash Flows | Metric | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by (used in) operating activities | $13,454 | $3,497 | | Net cash provided by (used in) investing activities | $(9,914) | $(9,195) | | Net cash provided by (used in) financing activities | $(6,533) | $(8,255) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $83 | $(16,380) | | Cash, cash equivalents and restricted cash, end of period | $103,420 | $130,143 | - Net cash provided by operating activities increased significantly to $13.5 million for the six months ended July 31, 2025, compared to $3.5 million in the prior year, indicating improved operational cash generation[32] Notes to Unaudited Condensed Consolidated Financial Statements (1) Description of Business and Basis of Presentation - Skillsoft Corp. operates two reportable segments: Talent Development Solutions (TDS) and Global Knowledge (GK), providing personalized, interactive learning experiences and enterprise-ready solutions[38] - The company's Class A Common Stock is listed on the New York Stock Exchange under the ticker symbol 'SKIL' since June 14, 2021[38] (2) Summary of Significant Accounting Policies - Skillsoft adopted ASU 2023-09, 'Improvements to Income Tax Disclosures,' effective February 1, 2025, with the impact to be reflected in its fiscal 2026 Form 10-K[44] - The company is evaluating ASU 2024-03, 'Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,' which will be adopted effective February 1, 2027[46] (3) Intangible Assets | Intangible Asset Type | July 31, 2025 Net Carrying Amount (in thousands) | January 31, 2025 Net Carrying Amount (in thousands) | | :-------------------------------- | :--------------------------------------------- | :---------------------------------------------- | | Developed software/courseware | $97,558 | $126,167 | | Customer contracts/relationships | $152,755 | $170,509 | | Trademarks and trade names | $40,409 | $42,217 | | Publishing rights | $7,101 | $11,211 | | Backlog | $286 | $572 | | Skillsoft trademark | $76,545 | $76,545 | | Total intangible assets | $374,654 | $427,221 | - Total net intangible assets decreased by $52.6 million from January 31, 2025, to July 31, 2025, primarily due to amortization, while goodwill remained constant at $317.1 million[48][51] - Amortization expense for intangible assets was $63.1 million for the six months ended July 31, 2025, and no indicators of impairment were found for intangible assets or reporting units[49][50] (4) Taxes | Period | Pretax Loss (in thousands) | Tax Benefit (in thousands) | | :-------------------------------- | :------------------------- | :------------------------- | | Three months ended July 31, 2025 | $(24,205) | $(417) | | Six months ended July 31, 2025 | $(63,026) | $(1,189) | | Three months ended July 31, 2024 | $(41,622) | $(2,056) | | Six months ended July 31, 2024 | $(70,841) | $(3,639) | - Skillsoft recorded tax benefits on pretax losses for both periods, with the benefit for the six months ended July 31, 2025, being $1.2 million, and is currently evaluating the potential impact of the Tax Reform Act of 2025 (OBBBA) on its financial statements[52][54] (5) Restructuring | Segment | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | TDS | $1,613 | $8,883 | $2,629 | $10,014 | | GK | $544 | $2,416 | $874 | $2,252 | | Total | $2,157 | $11,299 | $3,503 | $12,266 | - Total restructuring charges significantly decreased by 80.9% for the three months and 71.4% for the six months ended July 31, 2025, compared to the prior year, primarily associated with terminated employees[56][57] - The restructuring liability as of July 31, 2025, was $2.2 million, with the majority of planned actions completed, though further evaluations of cost structure may lead to additional actions[58] (6) Commitments and Contingencies - A derivative lawsuit challenging Skillsoft's acquisition of Codecademy was dismissed on February 7, 2025, and the plaintiff's motion for reargument was denied on March 27, 2025, concluding the matter without liability for Skillsoft[60] - Management does not anticipate that the outcome of any current legal proceedings or known claims will materially affect Skillsoft's financial position, results of operations, or cash flows, and no material amounts are currently accrued for litigation or indemnifications[61][64] (7) Long-Term Debt | Debt Component | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Current maturities of long-term debt | $6,404 | $6,404 | | Long-term debt (net) | $571,203 | $573,267 | | Total Term Loans outstanding principal | $585,000 | N/A | | Borrowings under A/R facility | $1,000 | $1,000 | | A/R Agreement interest rate | 6.94% | N/A | - Skillsoft's Term Loan Facility has an outstanding principal balance of $585.0 million as of July 31, 2025, maturing on July 16, 2028, with an interest rate of SOFR plus a credit premium of 0.11% and a 5.25% margin[163][159] - The company has access to a $75.0 million Accounts Receivable Facility, with $1.0 million drawn and approximately $35 million additional available as of July 31, 2025[168][169] (8) Shareholders' Equity | Metric | July 31, 2025 | | :-------------------------------- | :------------ | | Authorized common stock shares | 18,750,000 | | Issued common stock shares | 8,972,560 | | Outstanding common stock shares | 8,672,783 | | Share repurchase authorization | $10 million | | Shares repurchased under authorization | None | - Skillsoft's Board authorized a $10 million share repurchase program on July 10, 2024, terminating on July 11, 2028, but no common stock had been repurchased under this authorization as of July 31, 2025[72] - Accumulated other comprehensive income (loss) associated with foreign currency translation adjustments was $(13.972) million as of July 31, 2025[73] (9) Stock-Based Compensation | Metric | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total stock-based compensation expense | $8,087 | $6,339 | | Unrecognized time-based RSU costs | $24,800 | N/A | | Unrecognized MBRSU costs | $200 | N/A | | Unrecognized PBRSU costs | $5,700 | N/A | | Estimated liability for liability-classified awards | $1,683 | N/A | - Total stock-based compensation expense increased to $8.1 million for the six months ended July 31, 2025, from $6.3 million in the prior year, with significant unrecognized costs remaining for various RSU types[91][82][84][87] - The 2020 Omnibus Incentive Plan and the 2024 Employment Inducement Incentive Award Plan govern equity awards, with 271,187 and 206,250 shares remaining available for issuance, respectively, as of July 31, 2025[74][76] (10) Revenue | Revenue Type/Segment | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total revenues | $253,023 | $260,016 | | TDS: SaaS and subscription services | $188,951 | $188,804 | | GK: Virtual, on-demand and classroom | $52,690 | $60,289 | | United States revenue | $165,535 | $173,332 | | Deferred revenue (end of period) | $216,309 | N/A | | Deferred contract acquisition costs (end of period) | $33,177 | N/A | - Total revenues decreased by 2.7% for the six months ended July 31, 2025, primarily due to a 12.6% decline in GK segment revenues, while TDS SaaS and subscription services remained relatively stable[96] - Deferred revenue as of July 31, 2025, was $216.3 million, predominantly from time-based SaaS and subscription services billed in advance[99] (11) Fair Value Measurements | Asset/Liability | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Total (in thousands) | | :-------------------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------- | | Cash and cash equivalents | $100,512 | — | — | $100,512 | | Restricted cash | $2,908 | — | — | $2,908 | | Interest rate swaps - asset (liability) | — | $361 | — | $361 | | (Liability)-classified market-based awards | — | $(1,683) | — | $(1,683) | | Total assets (liabilities) recorded at fair value | $103,420 | $(1,322) | — | $102,098 | - Skillsoft recognized a non-cash gain of $2.1 million from fair value adjustment of interest rate swaps for the three months ended July 31, 2025, and a non-cash loss of $(2.1) million for the six months ended July 31, 2025[105] - The fair value of Skillsoft's outstanding long-term debt was $546.6 million as of July 31, 2025, determined using Level 2 inputs[110] (12) Segment Information | Segment | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | TDS Revenues | $200,333 | $199,727 | | GK Revenues | $52,690 | $60,289 | | TDS Business unit contribution profit | $139,103 | $137,329 | | GK Business unit contribution profit | $18,570 | $24,349 | | TDS Business unit contribution margin | 69.4% | 68.8% | | GK Business unit contribution margin | 35.2% | 40.4% | - TDS segment revenues increased slightly by 0.3% for the six months ended July 31, 2025, while GK segment revenues decreased by 12.6% due to macroeconomic uncertainty and public sector decline[119][140] - TDS business unit contribution profit increased by 1.3% with a margin improvement of 0.6 percentage points, whereas GK's contribution profit declined by 23.7% with a margin decrease of 5.2 percentage points[119][133] (13) Net Income (Loss) Per Share | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(23,788) | $(39,566) | $(61,837) | $(67,202) | | Basic and diluted EPS | $(2.78) | $(4.84) | $(7.32) | $(8.26) | | Weighted average common shares outstanding | 8,567,973 | 8,180,374 | 8,448,433 | 8,135,353 | - Basic and diluted net loss per share improved to $(7.32) for the six months ended July 31, 2025, from $(8.26) in the prior year, reflecting a reduced net loss[121] - Potentially dilutive securities, including warrants, RSUs, and stock options, were not included in the diluted EPS calculation as their effect would be anti-dilutive due to the net losses incurred[122] (14) Related Party Transactions - Skillsoft entered into an agreement in January 2025 to provide off-the-shelf products to Prosus Companies, its largest shareholder, for an aggregate of $0.8 million over three years[123] - The Prosus Commercial Agreement was updated in June 2025 to consolidate and reallocate services, and an additional one-year product agreement for approximately $69,000 was made in April 2025[123] (15) Subsequent Events - Management concluded that no subsequent events requiring disclosure occurred after the balance sheet date of July 31, 2025, through the filing date of this Form 10-Q[124] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management analyzes Skillsoft's financial condition, operations, liquidity, and key accounting estimates for July 31, 2025 and 2024 - Skillsoft empowers organizations and learners with AI-powered, interactive learning experiences, serving over 95 million learners and 60% of the Fortune 1000[126] - The Comprehensive Resource Reallocation Plan (CRRP), announced July 11, 2024, is expected to generate approximately $45 million in annualized cost savings, with up to half to be reinvested in strategic growth initiatives[141] - The company anticipates having sufficient internal and external liquidity to fund operations and anticipated cash needs for at least the next twelve months and the foreseeable future[158] General - Skillsoft leverages AI and a broad ecosystem of partners to deliver personalized, interactive learning experiences, addressing skill gaps, talent retention, and digital transformation for a global community of over 95 million learners[126] - The company's unique capabilities include measurable outcomes, technological innovation, blended learning experiences, and enterprise scalability, built to serve the needs of the Global 5000[128][129] Results of Operations | Metric (% of Total Revenues) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | 100.0% | 100.0% | 100.0% | 100.0% | | Operating loss | (9.3)% | (14.7)% | (11.9)% | (16.6)% | | Net income (loss) | (18.5)% | (29.9)% | (24.4)% | (25.8)% | - Operating loss as a percentage of total revenues improved from (14.7)% to (9.3)% for the three months and from (16.6)% to (11.9)% for the six months ended July 31, 2025, indicating enhanced operational efficiency[130] - Business unit contribution profit and margin are key non-GAAP financial measures used by the Chief Operating Decision Maker (CODM) to evaluate segment performance and allocate resources[130] Revenues | Revenue Type/Segment | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Dollar Increase (Decrease) | Percent Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------- | :------------- | | TDS Revenues | $200,333 | $199,727 | $606 | 0.3% | | GK Revenues | $52,690 | $60,289 | $(7,599) | (12.6)% | | Total subscription revenues | $188,951 | $188,804 | $147 | 0.1% | | Total non-subscription revenues | $64,072 | $71,212 | $(7,140) | (10.0)% | | Total revenues | $253,023 | $260,016 | $(6,993) | (2.7)% | - TDS segment revenues increased slightly by 0.3% for the six months ended July 31, 2025, driven by efforts to capitalize on the market shift towards talent development[140] - GK segment revenues declined by 12.6% for the six months ended July 31, 2025, primarily due to macroeconomic uncertainty, seasonal patterns, and a continued decline in public sector business[140] Operating Expenses | Operating Expense | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Dollar Increase (Decrease) | Percent Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------- | :------------- | | Total operating expenses | $283,039 | $303,176 | $(20,137) | (6.6)% | | Content and software development | $28,419 | $30,499 | $(2,080) | (6.8)% | | Selling and marketing | $79,200 | $82,976 | $(3,776) | (4.6)% | | General and administrative | $42,419 | $44,704 | $(2,285) | (5.1)% | | Restructuring | $3,503 | $12,266 | $(8,763) | (71.4)% | - Total operating expenses decreased by 6.6% for the six months ended July 31, 2025, largely due to significant reductions in restructuring costs and the impact of the Comprehensive Resource Reallocation Plan (CRRP)[142][141] - Content and software development expenses decreased by 6.8%, primarily attributable to productivity gains from leveraging AI and the CRRP, while selling and marketing expenses decreased by 4.6% due to CRRP and reduced branding initiatives[144][145] Interest and other | Metric | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Dollar Increase (Decrease) | Percent Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------- | :------------- | | Other income (expense), net | $(2,507) | $1,799 | $(4,306) | (239.4)% | | Interest income | $983 | $1,973 | $(990) | (50.2)% | | Interest expense | $(29,358) | $(32,693) | $3,335 | (10.2)% | | Fair value adjustment of interest rate swaps | $(2,128) | $1,240 | $(3,368) | (271.6)% | - Other income (expense), net, saw a significant decrease, primarily due to foreign exchange losses, while interest income decreased by 50.2% due to lower balances and yields, and interest expense decreased by 10.2% due to reduced A/R facility borrowings and lower average interest rates[153] - The fair value adjustment of interest rate swaps resulted in a non-cash loss of $(2.1) million for the six months ended July 31, 2025, compared to a gain of $1.2 million in the prior year, reflecting changes in the forward-looking yield curve[153][154][156] Provision for (benefit from) income taxes | Metric | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Dollar Increase (Decrease) | Percent Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------- | :------------- | | Provision for (benefit from) income taxes | $(1,189) | $(3,639) | $2,450 | (67.3)% | | Effective income tax rate | 1.9% | 5.1% | N/A | N/A | - The tax benefit decreased by 67.3% for the six months ended July 31, 2025, compared to the prior year, with the effective income tax rate at 1.9%[157] - The effective income tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to non-deductible items, foreign rate differentials, changes in unremitted earnings, and valuation allowance adjustments[157] Liquidity and Capital Resources | Metric | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Unrestricted cash and cash equivalents | $100,500 | N/A | | Term Loan Facility outstanding principal | $585,000 | N/A | | A/R Agreement drawn amount | $1,000 | $1,000 | | A/R Agreement additional available | $35,000 | N/A | | Share repurchase authorization | $10,000 | N/A | - Skillsoft had $100.5 million in unrestricted cash and cash equivalents as of July 31, 2025, and anticipates sufficient liquidity for the next twelve months and foreseeable future through operating cash flow, cash on hand, and the A/R facility[158] - Net cash provided by operating activities increased by 284.7% to $13.5 million for the six months ended July 31, 2025, primarily due to enhanced working capital efficiency[172][173] Contractual and Commercial Obligations | Obligation Type | Total (in thousands) | Remainder of 2026 (in thousands) | 2027-2028 (in thousands) | 2029-2030 (in thousands) | Thereafter (in thousands) | | :-------------------- | :------------------- | :------------------------------- | :----------------------- | :----------------------- | :---------------------- | | Initial Term Loans | $584,995 | $1,601 | $14,409 | $568,985 | — | | Operating leases | $9,127 | $965 | $3,465 | $2,151 | $2,546 | | Total | $594,122 | $2,566 | $17,874 | $571,136 | $2,546 | - The majority of Skillsoft's contractual obligations, totaling $585.0 million for Initial Term Loans, are due in the 2029-2030 fiscal years[178] Contingencies - Skillsoft is subject to litigation in the ordinary course of business and makes accruals for probable and estimable liabilities, with further details provided in Note 6 to the Interim Financial Statements[179] Critical Accounting Estimates - Critical accounting estimates involve significant judgment and uncertainty, including revenue recognition, impairment of goodwill and intangible assets, remaining useful lives of capitalized assets, income tax assets and liabilities, and restructuring charges[181] - The fair value of indefinite-lived trademark intangible assets is determined using the relief-from-royalty method, which relies on significant estimates and assumptions that could materially affect future impairment charges[192] - Factors that could lead to goodwill and intangible asset impairment include a prolonged period of reporting units' fair value exceeding market capitalization, lower future profitability expectations, and deterioration in key income approach assumptions[194] Recently Issued Accounting Pronouncements - Information regarding recently issued accounting pronouncements and their potential impact on Skillsoft's financial statements is detailed in Note 2 to the Interim Financial Statements[197] Item 3. Quantitative and Qualitative Disclosures about Market Risk Skillsoft's market risk exposures, including interest rate and foreign currency risks, and management strategies are outlined - A hypothetical 100 basis point increase or decrease in interest rates would result in approximately $2.9 million additional or lower pre-tax annual interest expense on long-term debt[200] - Skillsoft uses two fixed-rate interest rate swap agreements with a combined notional amount of $300.0 million to manage exposure to interest rate risk on variable rate debt[200] - A hypothetical 10% increase or decrease in current foreign currency exchange rates would impact annual pre-tax income (loss) by approximately $2.9 million, though no hedging arrangements are currently in place for foreign currency risk[203] Item 4. Controls and Procedures Management confirms effective disclosure controls and no material changes in internal control over financial reporting for Q2 2025 - Skillsoft's management, with the participation of its principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of July 31, 2025[205] - There were no material changes in Skillsoft's internal control over financial reporting during the fiscal quarter ended July 31, 2025[206] - Management acknowledges that any control system has inherent limitations and can provide only reasonable, not absolute, assurance against errors and fraud[207] PART II — OTHER INFORMATION Item 1. Legal Proceedings Information on legal proceedings is incorporated by reference from Note 6 – 'Commitments and Contingencies' in the financial statements - Information regarding legal proceedings is incorporated by reference from Note 6 – 'Commitments and Contingencies' in the financial statements[210] Item 1A. Risk Factors No material changes to risk factors previously disclosed in Skillsoft's 2025 Annual Report on Form 10-K have occurred - No material changes to the risk factors previously disclosed in Part I, Item 1A of the 2025 Form 10-K have occurred[211] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported during the period - There were no unregistered sales of equity securities and no use of proceeds to report[212] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported during the period - There were no defaults upon senior securities to report[213] Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to Skillsoft Corp - Mine Safety Disclosures are not applicable to the registrant[214] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended July 31, 2025 - No director or officer of Skillsoft adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the fiscal quarter ended July 31, 2025[215] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including corporate governance documents, agreements, and certifications - The exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Warrant Agreement, various offer and letter agreements, and certifications from the Principal Executive and Financial Officers[216] SIGNATURES - The report was duly signed on behalf of Skillsoft Corp. by John Frederick, Chief Financial Officer, on September 9, 2025[220]