SC 13G/A 1 paradice-skil123123a3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Skillsoft Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83066P200

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 2 of 8 Pages


1	NAME OF REPORTING PERSONS Paradice Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 78,980
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 616,068
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 616,068
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6%
12	TYPE OF REPORTING PERSON IA

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 3 of 8 Pages


1	NAME OF REPORTING PERSONS Paradice Investment Management Pty Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 78,980
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 616,068
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 616,068
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6%
12	TYPE OF REPORTING PERSON HC

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 4 of 8 Pages

Item 1.

(a) Name of Issuer

Skillsoft Corp. (formerly Churchill Capital Corp. II)

(b) Address of Issuer’s Principal Executive Offices

7887 E. Belleview Ave, Suite 600

Greenwood Village, Colorado 80111

Item 2.

(a) Name of Person Filing

Paradice Investment Management LLC

Paradice Investment Management Pty Ltd

(b) Address of Principal Business Office, or, if none, Residence

Paradice Investment Management LLC

250 Fillmore Street, Suite 425

Denver, Colorado 80206

Paradice Investment Management Pty Ltd

Level 27

Chifley Tower

2 Chifley Square

Sydney NSW 2000

Australia

(c) Citizenship

Paradice Investment Management LLC - Delaware

Paradice Investment Management Pty Ltd - Australia

(d) Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (the “Common Stock”)

(e) CUSIP No.:

83066P200

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 5 of 8 Pages


Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	x	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 6 of 8 Pages

Item 4. Ownership

The information as of the filing date required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2024

Paradice Investment Management LLC

By:	Lucinda Hill
	Name:	Lucinda Hill
	Title:	Chief Compliance Officer

Paradice Investment Management Pty Ltd


By:	Peter Manley
	Name:	Peter Manley
	Title:	Chief Operating Officer

CUSIP No. 83066P200

SCHEDULE 13G/A

Page 8 of 8 Pages

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 7, 2024, (the "Schedule 13G/A"), with respect to the Common Stock of Skillsoft Corp. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 7th day of February 2024.

Paradice Investment Management LLC

By:	Lucinda Hill
	Name:	Lucinda Hill
	Title:	Chief Compliance Officer

Paradice Investment Management Pty Ltd


By:	Peter Manley
	Name:	Peter Manley
	Title:	Chief Operating Officer

SEC Form SC 13G/A filed by Skillsoft Corp. (Amendment)