Skillsoft Corp II-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscalyear endedJanuary 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission File Number:001-38960 Skillsoft Corp. (Exact name of registrant as specified in its charter) Delaware83-4388331(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 300 Innovative Way, Suite 2210Nashua,NH03062(Address of principal executive offices) (Zip Code) Tel: (603)821‑3902(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule12b‑2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐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 withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b‑2 of the Exchange Act). Yes☐No☒ The aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the last reported price atwhich the registrant’s common equity was sold on July 31, 2024(the last day of the registrant’s most recently completed second fiscal quarter)was: $60.4million. The number of shares of registrant’s common stock outstanding as of April 7, 2025 was:8,320,914. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders are incorporated by reference into PartIII of this Form 10-K. SKILLSOFT CORP.FORM10‑KINDEXPAGEPARTIItem1.Business2Item1A.Risk Factors6Item1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item2.Properties18Item3.Legal Proceedings18Item4.Mine Safety Disclosures18PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19Item6.Reserved19Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item7A.Quantitative and Qualitative Disclosures About Market Risk29Item8.Financial Statements and Supplementary Data30Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure62Item9A.Controls and Procedures62Item9B.Other Information62Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62PARTIIIItem10.Directors, Executive Officers and Corporate Governance63Item11.Executive Compensation63Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63Item13.Certain Relationships and Related Transactions, and Director Independence63Item14.Principal Accountant Fees and Services63PARTIVItem15.Exhibits