Item 4.01. Changes in Registrant's Certifying Accountant.
On July 2, 2021, the Audit Committee of the Board of Directors of Skillsoft
Corp. (the "Company") approved a resolution appointing Ernst & Young LLP ("EY")
as the Company's independent registered public accounting firm to audit the
Company's consolidated financial statements for the fiscal year ending January
31, 2022, as well as for the transition period between January 1, 2021 and
January 31, 2021 (given that the Company has changed its fiscal year to the
period commencing on February 1 of each calendar year and ending on January 31
of the following calendar year) replacing Marcum LLP ("Marcum"), which is
dismissed from its role as the independent registered public accounting firm for
Churchill Capital Corp II ("Churchill"). Churchill, now known as Skillsoft
Corp., was the predecessor special purpose acquisition company prior to the
merger with Software Luxembourg Holding S.A.
Marcum's reports on the Churchill financial statements for the period from April
11, 2019 (inception) through December 31, 2019 and for the fiscal year ended
December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion,
nor were the reports qualified or modified as to uncertainty, audit scope or
accounting principles. Additionally, at no point during the period from April
11, 2019 (inception) through December 31, 2019 and for the fiscal year ended
December 31, 2020 and the subsequent interim period through the date of this
Current Report on Form 8-K were there any disagreements with Marcum on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Marcum, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its reports.
The Company has provided Marcum with a copy of the foregoing disclosure and has
requested that Marcum furnish the Company with a letter addressed to the SEC
stating whether or not it agrees with the statements made herein, each as
required by applicable SEC rules. A copy of Marcum's letter to the SEC is filed
as Exhibit 16.1 to this Current Report on Form 8-K.
During the period from April 11, 2019 (inception) through December 31, 2019 and
for the fiscal year ended December 31, 2020 and the subsequent interim period
through the date of this Current Report on Form 8-K, the Company did not consult
with EY regarding any of the matters or events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.
Exhibit
Number Description
16.1 Letter from Marcum LLP to the SEC.
© Edgar Online, source Glimpses
SKILLSOFT CORP. 
