Post-effective Amendment to Registration Statement (pos Am)
22 Diciembre 2022 - 5:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 21, 2022 |
Registration No. 333-257718 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
|
AMENDMENT NO. 2
TO
FORM S-1 |
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 |
|
Skillsoft
Corp. |
(Exact Name of Registrant as Specified in Its Charter) |
|
Delaware |
7372 |
83-4388331 |
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
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|
|
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062
(603) 324-3000 |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
|
Richard Walker
Chief Financial Officer
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062
(603) 324-3000 |
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) |
|
Copies to: |
P.J. Himelfarb
Merritt S. Johnson
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007 |
Sarah Kinnick Hilty
Chief Legal Officer
300 Innovative Way, Suite 201
Nashua, New Hampshire 03062
(603) 324-3000 |
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Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. offering.
¨
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting company |
x |
|
Emerging growth company |
x |
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 7(a)(2)(B) of the Securities Act. ¨
The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment No. 2 (this “Amendment”) relates to the following Registration Statement on Form S-1 (the “Registration
Statement”), filed by Skillsoft Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission:
| · | Registration Statement on Form S-1 (File No. 333-257718), initially filed on July 6, 2021,
covering the resale of (i) 70,250,000 shares of Class A common stock par value $0.0001 per share (“Class A common
stock”); (ii) 33,966,667 warrants to purchase Class A common stock pursuant to certain private placement transactions
(the “Private Warrants”), currently exercisable at a price of $11.50 per share; and (iii) 56,966,667 shares of Class A
common stock issuable on the exercise of outstanding Private Warrants and those certain warrants of the Company originally sold as part
of the units in the initial public offering by Churchill Capital Corp. II on July 1, 2019, as amended by Post-Effective Amendment
No. 1 to Form S-1 Registration Statement filed on July 28, 2021 and which was subsequently declared effective by the Securities
and Exchange Commission on August 2, 2021. |
As of the
date hereof, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings
made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration
by means of this Amendment, all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to
the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Greenwood,
Colorado, on December 21, 2022. No other person is required to sign this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 in reliance upon Rule 478 under the Securities Act.
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Skillsoft
Corp. |
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By: |
/s/Jeffrey
R. Tarr |
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Name: |
Jeffrey
R. Tarr |
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Title: |
Chief
Executive Officer and Director |
Churchill Capital Corp II (NYSE:CCX)
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Churchill Capital Corp II (NYSE:CCX)
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