Churchill Capital Corp II

Skillsoft did not receive cash at closing — the initial $5.4 million came as a promissory note secured on the assets it just sold, and the $10.0 million deferred piece does not begin paying for nine months and nets down to about $8.0 million. For a former CCX holder that means the divestiture removes the Global Knowledge business and its losses from the group immediately while the proceeds remain collection risk on a private buyer, backed only by the transferred company's own cash, receivables and intellectual property.

Standard 802.01B is the NYSE market capitalisation and stockholders' equity test, so acceptance of a business plan means the exchange has granted an 18-month cure window rather than moving to delist. That removes the immediate listing risk for former CCX holders but leaves the company under quarterly review against plan milestones, with delisting available at any point if it falls materially short. It arrives two days after the company divested the Global Knowledge business for consideration payable largely in deferred instalments.

Regulatory risk on this divestiture is now cleared: the Saudi competition approval was the last outstanding consent, so only customary closing conditions stand between Skillsoft and completion in its second fiscal quarter. For holders, that converts an uncertain disposal into a near-term cash and deconsolidation event, though the 8-K states no sale price, expected proceeds or use of funds, so the financial effect cannot be sized from this filing alone.

This is the post-SPAC company buying a target rather than a de-SPAC, and the consideration is collared: $204,943,210 in cash plus a number of shares found by dividing $320,056,790 by the 15-trading day volume-weighted average price two trading days before closing, except that the divisor is capped at a Maximum Price of $11.43879 and floored at a Minimum Price of $9.35901. Codecademy's holders are then split by type — non-accredited investors take cash, share-only holders take stock, and pro rata holders take a mix.

The stock half of the consideration is collared. Merger Consideration is $204,943,210 in cash plus a number of shares found by dividing an aggregate share consideration value of $320,056,790 by the Closing Average Price — the 15-trading day volume-weighted average price of the Common Stock two trading days before closing — subject to a Maximum Price of $11.43879 and a Minimum Price of $9.35901. Outside those bounds the divisor stops moving, so Skillsoft's issuance is capped above and floored below, and price risk beyond the collar sits with Codecademy's holders.

Four amendments in, the Class C mechanism is still the unusual feature: immediately following the effective time each outstanding share of Churchill Class C common stock issued in the merger is redeemed for a combination of cash and incremental indebtedness, and the $525,000,000 is that aggregate redemption price rather than an equity valuation. The $10.63 Class A price is still the January 15, 2021 high-low average, more than four months old at this filing, and the Class A fee is still printed as $ 33,052,39 — a comma where a decimal point belongs.

What changed: The filing reports that Helena B. Foulkes notified the Board of Directors of her resignation from Skillsoft Corp.'s Board and all committees (Audit, Talent and Compensation, Nominating and Governance), effective August 31, 2026. The document states this resignation did not result from any disagreement with Skillsoft or its management on matters relating to financials, operations, policies, or practices. Why it matters: This is a material change in corporate governance involving the departure of a director who had served since June 2021. For investors tracking sponsor conduct and board stability, the explicit statement that there was no disagreement is a standard disclosure intended to mitigate concerns about internal conflict, though it marks the end of Ms. Foulkes' tenure on key oversight committees.

What changed: Skillsoft Corp., the Churchill Capital Corp II successor, completed on July 6, 2026 the sale of all interests in Global Knowledge Training LLC to EHJob GP LLC, an Enduring Ventures affiliate, under a Sale and Purchase Agreement of May 20, 2026. Initial consideration was about $5.4 million after closing adjustments, paid by promissory note secured on the sold company's cash and receivables. Deferred consideration of $10.0 million, less about $2.0 million of employee liabilities, is payable in five quarterly instalments from nine months after closing. Why it matters: Skillsoft did not receive cash at closing — the initial $5.4 million came as a promissory note secured on the assets it just sold, and the $10.0 million deferred piece does not begin paying for nine months and nets down to about $8.0 million. For a former CCX holder that means the divestiture removes the Global Knowledge business and its losses from the group immediately while the proceeds remain collection risk on a private buyer, backed only by the transferred company's own cash, receivables and intellectual property.