Learning B.V. MIH Form 3 Skillsoft / N.V. Prosus ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NASPERS LTD

(Last) (First) (Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN T3 8001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2021

3. Issuer Name and Ticker or Trading Symbol
Skillsoft Corp. [ SKIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.0001 per share	50,000,000	I(1)	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	07/11/2026(3)	06/11/2026	Class A common stock	16,666,667	11.5	I(1)	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

NASPERS LTD

(Last) (First) (Middle)

NASPERS LIMITED

NASIONALE PERS SENTRUM 40 HEERENGRACHT

(Street)

CAPE TOWN T3 8001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Prosus N.V.

(Last) (First) (Middle)

SYMPHONY OFFICES

GUSTAV MAHLERPLEIN 5

(Street)

AMSTERDAM P7 1082 MS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MIH Learning B.V.

(Last) (First) (Middle)

SYMPHONY OFFICES

GUSTAV MAHLERPLEIN 5

(Street)

AMSTERDAM P7 1082 MS

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

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	06/14/2021
	/s/ Patrick Kolek, Group Chief Operating Officer; Prosus N.V.	06/14/2021
	/s/ Serge de Reus, Director; MIH Learning B.V.	06/14/2021
	** Signature of Reporting Person	Date
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