0000899243-22-031646.txt : 20220921 0000899243-22-031646.hdr.sgml : 20220921 20220921163019 ACCESSION NUMBER: 0000899243-22-031646 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220916 FILED AS OF DATE: 20220921 DATE AS OF CHANGE: 20220921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASPERS LTD CENTRAL INDEX KEY: 0001106051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] STATE OF INCORPORATION: T3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 221256720 BUSINESS ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 BUSINESS PHONE: 270214062121 MAIL ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prosus N.V. CENTRAL INDEX KEY: 0001864839 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 221256719 BUSINESS ADDRESS: STREET 1: SYMPHONY OFFICES STREET 2: GUSTAV MAHLERPLEIN 5 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS BUSINESS PHONE: 31 20 299 9777 MAIL ADDRESS: STREET 1: SYMPHONY OFFICES STREET 2: GUSTAV MAHLERPLEIN 5 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIH Learning B.V. CENTRAL INDEX KEY: 0001864058 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 221256718 BUSINESS ADDRESS: STREET 1: SYMPHONY OFFICES STREET 2: GUSTAV MAHLERPLEIN 5 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS BUSINESS PHONE: 31 (20) 299 9777 MAIL ADDRESS: STREET 1: SYMPHONY OFFICES STREET 2: GUSTAV MAHLERPLEIN 5 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Skillsoft Corp. CENTRAL INDEX KEY: 0001774675 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 834388331 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Churchill Capital Corp II DATE OF NAME CHANGE: 20190502 FORMER COMPANY: FORMER CONFORMED NAME: Hornblower Acquisition Corp DATE OF NAME CHANGE: 20190423 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-09-16 0 0001774675 Skillsoft Corp. SKIL 0001106051 NASPERS LTD NASPERS LIMITED MEDIA24 CENTRE 40 HEERENGRACHT CAPE TOWN T3 8001 SOUTH AFRICA 1 0 1 0 0001864839 Prosus N.V. SYMPHONY OFFICES GUSTAV MAHLERPLEIN 5 AMSTERDAM P7 1082 MS NETHERLANDS 1 0 1 0 0001864058 MIH Learning B.V. SYMPHONY OFFICES GUSTAV MAHLERPLEIN 5 AMSTERDAM P7 1082 MS NETHERLANDS 1 0 1 0 Class A common stock, par value $0.0001 per share 2022-09-16 4 J 0 11481 A 61261708 I See Footnotes On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"), (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). Pursuant to the purchase price adjustment provision of the Merger Agreement, the Reporting Persons received 11,481 shares of Class A common stock. Includes (i) 11,550 shares that were released from escrow in accordance with the terms of the Merger Agreement on September 16, 2022 and (ii) 181,896 shares currently held in escrow in accordance with the terms of the Merger Agreement. As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein. Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited. Patrick Kolek, who serves as Group Chief Operating Officer of Naspers and Prosus, and Lawrence Illg, who serves as Chief Executive Officer of Online Food Delivery & Edtech of Naspers and Prosus, are each Directors of the Issuer. Naspers and Prosus are each indirect parents of MIH Learning. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Kolek's and Mr. Illg's service on the Issuer's board of directors. /s/ Patrick Kolek, Group Chief Operating Officer; Naspers Limited 2022-09-21 /s/ Patrick Kolek, Group Chief Operating Officer; Prosus N.V 2022-09-21 /s/ Serge de Reus, Director; MIH Learning B.V. 2022-09-21