{"url_path":"/sec/skilw/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1774675/0001437749-26-017991-index.html","accession_number":"0001437749-26-017991","cik":"0001774675","ticker":"SKIL","issuer_name":"Skillsoft Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1774675/0001437749-26-017991-index.html","primary_entity_key":"0001774675","primary_entity_name":"Skillsoft Corp."},"word_count":903,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n ​\n\nOn May 20, 2026, Skillsoft Corp., a Delaware corporation (“Skillsoft”), entered into a Sale and Purchase Agreement, (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 (“Purchaser”), pursuant to which, and subject to the terms and conditions set forth therein, Seller has agreed to sell, and Purchaser has agreed to purchase, all of the issued and outstanding limited liability company interests of Global Knowledge Training LLC, a Delaware limited liability company (the “Company”), (the “Transaction”). The Company operates Skillsoft’s Global Knowledge business, which provides instructor-led training delivered both in-person and virtually.\n\n \n\nPursuant to the terms of the SPA, at the closing of the Transaction, Seller shall be entitled to initial consideration of an amount equal to $10,000,000, subject to adjustment as set forth in the SPA, including adjustments based on the estimated working capital (including cash) and indebtedness of the Company and its direct and indirect subsidiaries (collectively, the “Transferred Companies”) as of immediately prior to the closing date. This closing payment of $10,000,000 is to be funded by the Company’s cash, a seller note issued by the Company to Skillsoft and/or third-party financing obtained by the Purchaser. The seller note, which is payable to Skillsoft on July 31, 2026 (with $2,000,000 of the principal amount extendable to October 31, 2026), will be secured by the Company’s cash and accounts receivable.\n\n \n\nIn addition, commencing nine months after the closing of the Transaction, Seller will also be entitled to deferred consideration in an aggregate amount of $10,000,000, less approximately $2,000,000 related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain off-set rights. While the ultimate collectability of the purchase consideration is subject to the operations of the divested business and its ability to obtain suitable third-party or Seller financing, the Purchaser’s obligation to pay the deferred consideration will be guaranteed by the Company and secured by the Transferred Companies’ intellectual property rights.\n\n \n\nSkillsoft intends to use any net proceeds from the Transaction for general corporate purposes while also focusing resources on its core AI-native skills management platform. The transaction is subject to customary closing conditions, including regulatory approvals, and Skillsoft currently expects the transaction to close in the second fiscal quarter.\n\n \n\nIf, on or before the third anniversary of the closing of the Transaction, the Purchaser effects a sale, merger, recapitalization or similar transaction involving all or a material portion of the shares or the assets of the Transferred Companies, then the Purchaser is required to pay to the Seller an amount equal to 30% of the net sale proceeds or distributed sale proceeds of such transaction.\n\n \n\nThe SPA contains customary warranties by the parties, including, among others, with respect to the accounts of the Company, litigation, compliance with laws, intellectual property, material contracts, employment matters real estate and tax, many of which are qualified by materiality and the Seller’s awareness. The SPA also includes indemnities in respect of tax and certain compliance matters.\n\n \n\nThe SPA also contains pre-closing covenants of the parties, including, among others, obligations on the Seller to carry on the business in all material respects in the ordinary course and to refrain from taking certain specified actions without the prior consent of the Purchaser, subject to certain exceptions and qualifications. Additionally, the Seller has agreed not to solicit or participate in any proposal or transaction which would result in the acquisition of some or all of the shares of the Company or all or substantially all of the assets of the Group. The Seller is also restricted from soliciting the employment of any employees of the Transferred Companies for a period of 12 months from closing. The Purchaser has committed to certain post-closing covenants, including, among others, to procure the Transferred Companies continue to carry on business and that no Transferred Company pays any dividend to, or enters into non-arm’s length transaction with, the Purchaser until repayment of the seller note and full payment of the deferred consideration referred to above (subject to certain exceptions).\n\n \n\n \n\n \n\n \n\nThe consummation of the Transaction is subject to certain conditions, including: (i) certain fundamental warranties being true and accurate immediately prior to closing; (ii) no material adverse change having occurred in respect of the business of the Transferred Companies, (iii) a decision of the General Authority for Competition of Saudi Arabia clearing the Transaction or the applicable statutory review period having expired with no decision of such authority, (iv) the estimated cash position of the Transferred Companies being at least $8,000,000; and (v) confirmation that certain security over certain shares and assets of the Transferred Companies has been released.\n\n \n\nIn connection with the SPA, the parties will enter into certain other agreements, including (i) a transition services agreement, which provides for transitional services customary for transactions of this type, (ii) an up to $10,000,000 secured interest bearing seller note, to fund the Transaction closing consideration, unless the Purchaser obtains third party financing prior to closing, and (iii) a security agreement, providing for guaranty and security of the deferred consideration.\n\n \n\nThe 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 is attached hereto as Exhibit 2.1 and incorporated herein by reference.\n\n \n\n**Section 7**-**Regulation FD**"}