What Skillsoft Corp. told the SEC could break it.

Skillsoft's Global Knowledge instructor-led-training segment is in secular decline — falling from 26.8% to 21.2% of revenue over three years with declining bookings — as demand shifts away from synchronous classroom learning, pressuring a meaningful part of the business.

“Our market share for instructor-led, synchronous, learning is expected to continue to decline. During our last three fiscal years, our GK segment, which accounted for 21.2%, 23.6% and 26.8% of our revenues in fiscal 2026, fiscal 2025, and fiscal 2024, respectively, experienced a decline in bookings and revenue from the applicable immediately preceding fiscal year.”

Skillsoft is out of compliance with the NYSE minimum market-cap standard (notified March 26, 2026) and also faces delisting if its average price falls below $1.00 — a delisting would reduce liquidity, limit trading and hurt its ability to raise equity.

“We are currently out of compliance with the NYSE minimum market capitalization requirement and are at risk of the NYSE delisting our common stock; such a delisting could reduce the liquidity and market price of our common stock, limit investors ' ability to make transactions in our securities, subject us to additional trading restrictions, and/or negatively impact our ability to raise equity financing.”

International operations are ~35.6% of Skillsoft's revenue, exposing it to FCPA, UK Bribery Act and other anti-corruption/AML laws (with severe sanctions for violations) plus nationalization, unstable-government and other cross-border regulatory risks.

“We expect that international operations will continue to account for a large portion of our revenue (35.6% in fiscal 2026) and are subject to inherent risks, including: ● difficulties or delays in developing a”

Skillsoft's Global Knowledge business depends on its authorized-training-partner status with key technology vendors; losing that status or a significant change in those vendor relationships could significantly reduce revenue.

“authorized training partner with such key technology vendors, and an inability to retain such status, or a significant change in our relationship with one or more of our technology vendors, could significantly reduce our revenue.”