Current Report · Items 2.01, 7.01, 9.01 · 8-K
Skillsoft Corp.
SKILNYSEEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. On July 6, 2026 (the "Closing Date"), Skillsoft Corp., a Delaware corporation (“Skillsoft”), completed the sale (the “Transaction”) of all of the issued and outstanding limited liability company interests of Global Knowledge Training LLC, a Delaware limited liability company (the “Company,” and together with the Company’s direct and ind…
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Current securities
Disclosure sections
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 6, 2026 (the "Closing Date"), Skillsoft Corp., a Delaware corporation (“Skillsoft”), completed the sale (the “Transaction”) of all of the issued and outstanding limited liability company interests of Global Knowledge Training LLC, a Delaware limited liability company (the “Company,” and together with the Company’s direct and indirect subsidiaries, the “Transferred Companies”), pursuant to and upon the terms and subject to the conditions set forth in the previously-disclosed Sale and Purchase Agreement, dated May 20, 2026 (the “SPA”), by and between GK Holdings, Inc, a Delaware corporation and wholly-owned subsidiary of Skillsoft (“Seller”) and EHJob GP LLC, a Delaware limited liability company and affiliate of Enduring Ventures (“Purchaser”). The Transferred Companies operate Skillsoft’s former Global Knowledge business, which provides instructor-led training delivered both in-person and virtually.
Pursuant to the SPA, Purchaser acquired Skillsoft’s Global Knowledge business for consideration comprised of: (i) initial consideration of approximately $5.4 million (after the application of agreed adjustments based on the estimated working capital (including cash) and indebtedness of the Transferred Companies immediately prior to the Closing Date), which amount is subject to final adjustment in accordance with procedures set forth in the SPA; and (ii) commencing nine months after the Closing Date, deferred consideration of $10.0 million, less approximately $2.0 million related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain off-set rights. The initial consideration was funded by a note issued by the Company to the Seller (the “Seller Note”), payable on July 31, 2026 (with $2.0 million of the principal amount extendable to October 31, 2026), secured by the Company’s cash and accounts receivable. The Purchaser’s obligation to pay the deferred consideration is guaranteed by the Company and secured by the Transferred Companies’ intellectual property rights. In the event of a sale, merger, recapitalization or similar transaction involving all or a material portion of the shares or the assets of the Transferred Companies on or before the third anniversary of the Closing Date, the Purchaser is obligated to pay 30% of the net sales proceeds or distributed sales proceeds of the transaction to the Seller.
The foregoing description of the SPA is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the SPA, which was filed as Exhibit 2.1 to Skillsoft’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 21, 2026.
Unaudited pro forma financial information giving effect to the Transaction is filed herewith as Exhibit 99.1.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On July 6, 2026, Skillsoft issued a press release announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On July 6, 2026, Skillsoft issued a press release announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits