8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TOSECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2021

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CHURCHILL CAPITALCORP II*(Exact name of registrant as specified in its charter)*

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(212) 380-7500*(Registrant’s telephone number, including area code)*

Not Applicable*(Former name or former address, if changed since last report)*

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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 OtherEvents.

Churchill Capital Corp II (“Churchill” or the “Company”) expects to hold meetings with investors today at which the following information will be provided:

NON-GAAP FINANCIAL MEASURES

We track several non-GAAP metrics that we believe are key financial measures of our success. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures have limitations as an analytical tool. Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

We do not reconcile our forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information. We provide non-GAAP financial measures that we believe will be achieved, however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

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IMPORTANTADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made in respect of the proposed merger transactioninvolving Churchill and Skillsoft. Churchill has filed a registration statement on Form S-4 with the SEC, which includes a proxy statementof Churchill and a prospectus of Churchill, and Churchill will file other documents regarding the proposed transaction with the SEC. Theregistration statement on Form S-4 was declared effective on May 27, 2021 and the definitive proxy statement/prospectus was mailed onor about May 28, 2021 to stockholders of record on the close of business on April 28, 2021, the record date for special meeting. Beforemaking any voting or investment decision, investors and security holders of Churchill and Skillsoft are urged to carefully read the entireregistration statement and proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments orsupplements to these documents, because they contain important information about the proposed transaction. The documents filed by Churchillwith the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Churchill maybe obtained free of charge from Churchill at www.churchillcapitalcorp.com. Alternatively, these documents, when available, can be obtainedfree of charge from Churchill upon written request to Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019,Attn: Secretary, or by calling (212) 380-7500.

Churchill, Skillsoft and certain of their respective directors and executiveofficers may be deemed to be participants in the solicitation of proxies from the stockholders of Churchill, in favor of the approvalof the merger. Information regarding Churchill’s directors and executive officers is contained in Churchill’s Annual Reporton Form 10-K/A for the year ended December 31, 2020, which is filed with the SEC. Additional information regarding the interests of thoseparticipants, the directors and executive officers of Skillsoft and other persons who may be deemed participants in the transaction maybe obtained by reading the definitive proxy statement/prospectus and other relevant documents filed with the SEC. Free copies of thesedocuments may be obtained as described in the preceding paragraph.

This communication does not constitute an offer to sell or the solicitationof an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any stateor jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securitieslaws of such other jurisdiction.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995 including, but not limited to, Churchill’s, Skillsoft’s and GlobalKnowledge’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements areinherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statementsconcerning the completion of the transactions, the expected benefits of the transactions, other possible or assumed future actions, businessstrategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or includethe words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,”“will,” “should,” “seeks,” “outlook,” “target,” goal,” “plans,”“scheduled,” “anticipates” or “intends” or similar expressions. Such forward-looking statements involverisks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements.Certain of these risks are identified and discussed in Churchill’s Form 10-K/A for the year ended December 31, 2020 under Risk Factorsin Part I, Item 1A and in the registration statement on Form S-4 discussed above. These risk factors will be important to consider indetermining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, andChurchill, Skillsoft and Global Knowledge believe there is a reasonable basis for them. However, there can be no assurance that the events,results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as ofthe date they are made, and none of Churchill, Skillsoft or Global Knowledge is under any obligation, and expressly disclaim any obligation,to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise,except as required by law. Readers should carefully review the statements set forth in the reports, which Churchill has filed or willfile from time to time with the SEC.

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In addition to factors previouslydisclosed in Churchill’s reports filed with the SEC and those identified elsewhere in this communication, the following factors,among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to meetthe closing conditions to the Skillsoft merger, including approval by stockholders of Churchill and Skillsoft, and the Global Knowledgemerger on the expected terms and schedule and the risk that regulatory approvals required for the Skillsoft merger and the Global Knowledgemerger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the Skillsoft merger and theGlobal Knowledge merger; failure to realize the benefits expected from the proposed transactions; the effects of pending and future legislation;risks related to disruption of management time from ongoing business operations due to the proposed transactions; business disruptionfollowing the transactions; risks related to the impact of the COVID-19 pandemic on the financial condition and results of operationsof Churchill, Skillsoft and Global Knowledge; risks related to Churchill’s, Skillsoft’s or Global Knowledge’s indebtedness; otherconsequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; demand for, andacceptance of, Churchill’s products and for cloud-based technology learning solutions in general; Churchill’s ability tocompete successfully in competitive markets and changes in the competitive environment in Churchill’s industry and the marketsin which Churchill operates; Churchill’s ability to develop new products; failure of Churchill’s information technology infrastructureor any significant breach of security; future regulatory, judicial and legislative changes in Churchill’s industry; the impactof natural disasters, public health crises, political crises, or other catastrophic events; Churchill’s ability to attract andretain key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; Churchill’sability to protect or obtain intellectual property rights; Churchill’s ability to raise additional capital; the impact of Churchill’sindebtedness on Churchill’s financial position and operating flexibility; and Churchill’s ability to successfully defendourselves in legal proceedings.

Any financial projections in this communication are forward-lookingstatements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which arebeyond Churchill’s, Skillsoft’s and Global Knowledge’s control. While all projections are necessarily speculative, Churchill,Skillsoft and Global Knowledge believe that the preparation of prospective financial information involves increasingly higher levels ofuncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projectedresults are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertaintiesthat could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communicationshould not be regarded as an indication that Churchill, Skillsoft and Global Knowledge, or their representatives, considered or considerthe projections to be a reliable prediction of future events.

Annualized, pro forma, projected and estimated numbers are used forillustrative purpose only, are not forecasts and may not reflect actual results.

This communication is not intended to be all-inclusive or to containall the information that a person may desire in considering an investment in Churchill and is not intended to form the basis of an investmentdecision in Churchill. All subsequent written and oral forward looking statements concerning Churchill, Skillsoft and Global Knowledge,the proposed transactions or other matters and attributable to Churchill, Skillsoft and Global Knowledge or any person acting on theirbehalf are expressly qualified in their entirety by the cautionary statements above.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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