0000950157-21-000650.txt : 20210614 0000950157-21-000650.hdr.sgml : 20210614 20210614173444 ACCESSION NUMBER: 0000950157-21-000650 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210611 FILED AS OF DATE: 20210614 DATE AS OF CHANGE: 20210614 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015695 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015694 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38960 FILM NUMBER: 211015693 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: 1231 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 3 1 form3.xml X0206 3 2021-06-11 0 0001774675 Skillsoft Corp. SKIL 0001106051 NASPERS LTD NASPERS LIMITED NASIONALE PERS SENTRUM 40 HEERENGRACHT CAPE TOWN T3 8001 SOUTH AFRICA true true 0001864839 Prosus N.V. SYMPHONY OFFICES GUSTAV MAHLERPLEIN 5 AMSTERDAM P7 1082 MS NETHERLANDS true true 0001864058 MIH Learning B.V. SYMPHONY OFFICES GUSTAV MAHLERPLEIN 5 AMSTERDAM P7 1082 MS NETHERLANDS true true Class A common stock, par value $0.0001 per share 50000000 I See Footnotes Warrants 11.5 2026-07-11 2026-06-11 Class A common stock 16666667 I See Footnotes As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, 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 72.5% owned by Naspers Limited. The warrants will become exercisable 30 days after completion of the Issuer's initial business combination, provided that there is an effective registration statement under the Securities Act of 1933, as amended, covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. 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 2021-06-14 /s/ Patrick Kolek, Group Chief Operating Officer; Prosus N.V. 2021-06-14 /s/ Serge de Reus, Director; MIH Learning B.V. 2021-06-14