Skillsoft Corp.
For the period ended Jul 17, 2025. Filed May 29, 2025.
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Jul 17, 2025 · Filed May 29, 2025
Contents
PROXY STATEMENT SUMMARY
Our Board is furnishing this Proxy Statement to solicit your proxy for the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). On or about May 29, 2025, we are mailing to holders of our Class A Common Stock, par value $0.0001 per share (“common stock”) of record at the close of business on May 19, 2025 (the “record date”) a Notice Regarding the Availability of Proxy Materials with instructions on how to access our Proxy Materials and vote via the Internet, by telephone, or by mail. Our Proxy Materials consist of the Notice of Annual Meeting, this Proxy Statement and Proxy Card, and our Annual Report to Stockholders for the fiscal year ended January 31, 2025 (“Annual Report”).
This summary highlights information that is contained elsewhere in this Proxy Statement. It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote. Note that throughout this Proxy Statement: (i) “fiscal 2025” and “fiscal 2024” refers to the Company’s fiscal year ended January 31, 2025 and January 31, 2024, respectively; and (ii) “2025 Form 10-K” refers to the Company’s Annual Report on Form 10-K for the year ended January 31, 2025.
Annual Meeting Information
| Date: | July 17, 2025 | Record Date: | May 19, 2025 |
|---|---|---|---|
| Time: | 3:00 p.m. ET | Attendance: | www.virtualshareholdermeeting.com/SKIL2025 |
Skillsoft at a Glance
Skillsoft empowers organizations and learners to unlock their full potential by delivering personalized, interactive learning experiences and enterprise-ready solutions. Powered by artificial intelligence ("AI") and strengthened by a broad ecosystem of partners, the Skillsoft platform helps customers solve some of today’s most complex business challenges including bridging skill gaps, improving talent retention, driving digital transformation, and future-proofing the workforce. Skillsoft is the talent development partner of choice for thousands of organizations – including 60% of the Fortune 1000 – and serves a global community of more than 95 million learners.
Skillsoft’s principal executive offices are located at 300 Innovative Way, Suite 2210, Nashua, NH 03062.
Fiscal Year 2025 Business Highlights*
| • | GAAP revenue for fiscal 2025 was $531 million compared to $553 million in the prior fiscal year. |
| • | GAAP net loss for fiscal 2025 of $122 million compared to GAAP net loss of $349 million in the prior year. |
| • | Our growing portfolio of AI capabilities is demonstrating solid early interest by customers and prospects reaching nearly a total of 1 million launches of our AI simulator, Skillsoft CAISY™, by individual learners and through our limited preview program with 100 enterprise organizations participating as design partners. |
| • | Non-GAAP Adjusted EBITDA of $109 million, reflecting a non-GAAP adjusted operating margin of 21% of revenue, compared to $105 million and a margin of 19% of revenue in the prior year. |
| • | Ended the year with a strong balance sheet and liquidity profile to support our strategic investment priorities and future growth objectives. Cash, cash equivalents and restricted cash were $103 million as of January 31, 2025, and for the fourth quarter of fiscal 2025, GAAP net cash provided by operating activities was $17.8 million and non-GAAP free cash flow was $13.2 million. |
** See Appendix A for definitions, uses and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.*
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