Skillsoft Corp. — Regulatory Filings 2021

Jul 30, 2021

CORRESP 1 filename1.htm

SKILLSOFT CORP.

300 Innovative Way, Suite 201

Nashua, New Hampshire 03062

July 30, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attn: Katherine Wray

Re:
Amendment No. 1 to Registration Statement on Form S-1
File No. 333-257718

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Skillsoft Corp. (the “ Company ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the above-referenced Amendment No. 1 to Registration Statement on Form S-1 to become effective on August 2, 2021, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Merritt Johnson of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Merritt Johnson of Weil, Gotshal & Manges LLP at (212) 310-8000.

Very truly yours,
SKILLSOFT CORP.
By:	/s/ Sarah Hilty
Name:	Sarah Hilty
Title:	Chief Legal Officer

cc:
Jaclyn L. Cohen, Weil, Gotshal & Manges LLP
P.J. Himelfarb, Weil, Gotshal & Manges LLP
Arthur Souza Rodrigues, Weil, Gotshal & Manges LLP

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