Skillsoft Corp

Evaluation of Disclosure Controls and Procedures

Management performed an evaluation of the effectiveness of our disclosure controls and procedures as of January 31, 2024. The evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of January 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision of our CEO and CFO, and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our Consolidated Financial Statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, under the oversight of our principal executive and principal financial officers, and Board of Directors, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control— Integrated Framework (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of January 31, 2024.

Previously Identified Material Weakness in Internal Control Over Financial Reporting

To remediate the identified material weakness disclosed in our fiscal 2023 Form 10-K, with the oversight of senior management and our audit committee, we hired additional qualified accounting and financial personnel with extensive experience in technical accounting and financial reporting, including a Chief Accounting Officer, Corporate Controller, and a SOX Program Director. Additionally, management implemented remediation procedures and controls in the financial close process, including enhanced reconciliation and review controls and financial close checklists to ensure all necessary reviews and reconciliations are occurring as designed. The measures we have implemented were subject to management review, testing, and audit committee oversight. Based on actions taken, as well as the design and operating effectiveness of these new controls, management believes that the material weakness has been remediated as of January 31, 2024.

We will be subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act for our fiscal year ended January 31, 2025. As a result, in connection with our Form 10-K for the fiscal year ended January 31, 2025, our independent registered public accounting firm is expected to formally attest to the effectiveness of our internal controls over financial reporting, including controls around prior material weaknesses. We will continue to execute the enhanced review and testing across all key controls for the upcoming fiscal year.

Changes in Internal Control over Financial Reporting

Except for the remediation of the material weakness described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d‑15(d) of the Exchange Act that occurred during the fourth quarter of the fiscal year ended January 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Because of the inherent limitations in a cost-effective control system, any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements, due to error or fraud, from occurring in the consolidated financial statements. Additionally, management is required to use judgment in evaluating controls and procedures.