Business Context and Reporting Period
Skillsoft Corp. filed this Form 8-K regarding a change in its independent registered public accounting firm. The company, formerly Churchill Capital Corp II, completed its merger with Software Luxembourg Holding S.A. and changed its fiscal year to February 1 through January 31.
The report identifies July 2, 2021 as the date of the earliest reported event; the filing was signed July 6, 2021.
Material Change
- On July 2, 2021, the Audit Committee appointed Ernst & Young LLP (EY) as the independent registered public accounting firm for the fiscal year ending January 31, 2022, and the transition period from January 1, 2021 through January 31, 2021.
- Marcum LLP was dismissed from its role as the predecessor company’s independent registered public accounting firm.
- Marcum’s reports for the period from inception through December 31, 2019 and the year ended December 31, 2020 contained no adverse opinion, disclaimer, or qualification relating to uncertainty, audit scope, or accounting principles.
- The company reported no disagreements with Marcum regarding accounting principles, financial statement disclosures, or audit scope or procedures during the disclosed periods.
- The company stated that it did not consult EY about the specified accounting or auditing matters described in Item 304(a)(2) of Regulation S-K before EY’s appointment.
Financial Metrics, Outlook, and Risks
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or operating forecasts. It also does not identify material contingencies or unusual financial items.
Important Facts to Verify
- Confirm EY’s appointment and the scope of the fiscal year and transition-period audits.
- Review Exhibit 16.1 for Marcum’s letter to the SEC regarding the company’s disclosures.
- Review subsequent filings for the impact of the auditor transition, any audit findings, and updated financial information.