Skillsoft：2025年季度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJuly 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission 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. Employer Identification No.) 300 Innovative Way,Suite 2210Nashua,NH03062(Address of principal executive offices) (Zip Code) Tel: (603)324-3000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Name of each exchange on which Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to 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 smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of registrant’s common stock outstanding as of September 4, 2025was8,709,508. SKILLSOFT CORP. FORM 10-QFOR THE QUARTER ENDEDJULY 31, 2025TABLE OF CONTENTS PART I — FINANCIAL INFORMATIONItem 1. Financial Statements:2Unaudited Condensed Consolidated Balance Sheets as of July 31, 2025 and January 31, 20252Unaudited Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2025 and20243Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months endedJuly 31, 2025 and 20244Unaudited Condensed Consolidated Statements of Shareholders’Equity (Deficit) for the three and six months endedJuly 31, 2025 and 20245Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2025 and 20247Notes to Unaudited Condensed Consolidated Financial Statements9Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures about Market Risk26Item 4. Controls and Procedures26PART II —OTHER INFORMATION27Item 1. Legal Proceedings27Item 1A. Risk Factors27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds27Item 3. Defaults Upon Senior Securities27Item 4. Mine Safety Disclosures27Item 5. Other Information27Item 6. Exhibits28SIGNATURES29 CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes statements that are, or may be deemed to be, “forward-lookingstatements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-lookingstatements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements,other than statements of historical facts, are forward-looking statements. These forward-looking statements include but are notlimited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, includingstatements with respect toour outlook, our product development and planning, our pipeline, future capital expenditures, futureshare repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies,including with respect toacquisitions and dispositions, demand for our services, our competitive position, the benefits of newinitiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings a