Item 1.01. Entry into Material Definitive Agreement.

As disclosed under the Section entitled "Proposal No. 1-The Merger Proposal" beginning at page 104 of the joint proxy statement/prospectus (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on January 25, 2021 by Churchill Capital Corp II ("Churchill"), now known as Skillsoft Corp., and as amended pursuant to the amendments to the Registration Statement filed with the Commission by Churchill on March 15, 2021, May 13, 2021, May 24, 2021 and May 27, 2021, respectively, Churchill entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the "Skillsoft Merger Agreement") on October 12, 2021 with Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 ("Skillsoft"). Pursuant to the Skillsoft Merger Agreement, Skillsoft merged with and into Churchill, Skillsoft ceased to exist and Skillsoft's subsidiaries became subsidiaries of Churchill, subject to the terms and conditions set forth in the Skillsoft Merger Agreement (the "Merger").

Also on October 12, 2020, Churchill entered into an Agreement and Plan of Merger (the "Global Knowledge Merger Agreement") by and among Churchill, Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill ("Merger Sub"), and Albert DE Holdings Inc., a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C. ("Global Knowledge"). Pursuant to the Global Knowledge Merger Agreement, Merger Sub merged with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned subsidiary of Churchill.

On June 10, 2021, Churchill held a special meeting of stockholders (the "Churchill Special Meeting"), at which the Churchill stockholders considered and adopted, among other matters, a proposal to approve the business combination, including adopting and approving the Skillsoft Merger Agreement and the transactions contemplated thereby, including the Merger. Also on June 10, 2021, Skillsoft held an extraordinary general meeting of shareholders (the "Skillsoft Extraordinary General Meeting") at which the Skillsoft shareholders considered and approved, among other matters, (i) the joint cross-border merger proposal providing for the Merger, (ii) the detailed written report of the board of directors of Skillsoft and the detailed written report of the board of directors of Churchill, and (iii) the common independent expert's report prepared by PKF Audit & Conseil as independent auditor (réviseur d'entreprises).

Pursuant to the terms and subject to the conditions set forth in the Skillsoft Merger Agreement, following the Churchill Special Meeting, on June 11, 2021 (the "Closing Date"), the Merger was consummated (the "Closing"). As a result of the . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described above, on June 10, 2021, Churchill held the Churchill Special Meeting, at which the Churchill stockholders considered and adopted, among other matters, a proposal to adopt and approve the Skillsoft Merger Agreement and the transactions contemplated thereby, including the Merger. On June 11, 2021, the parties consummated the Merger.

Holders of 34,690,979 shares of Churchill's Class A common stock sold in its initial public offering (the "Churchill IPO") (such shares, "public shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the Churchill IPO, calculated as of two business days prior to the consummation of the business combination, or approximately $10.10 per share and approximately $350.4 million in the aggregate.

At the effective time of the Merger, (i) each outstanding Skillsoft Class A share (other than shares owned by Churchill, which were automatically canceled and retired and ceased to exist, and no consideration was delivered in exchange therefor) was automatically cancelled and Churchill issued as consideration therefor (A) 6.25 shares of Churchill Class A common stock and (B) one share of Churchill Class C common stock and (ii) each outstanding Skillsoft Class B share was automatically cancelled and Churchill issued as consideration therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result from conversion (which instead were paid out in cash in accordance with the Skillsoft Merger Agreement). Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to the former holders of Skillsoft Class A shares in connection with the Merger was redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness under the SO Credit Agreement (as defined below).

At the effective time of the Global Knowledge Merger, as consideration for the Global Knowledge Merger, 100% of the issued and outstanding equity interests of Global Knowledge converted, in the aggregate, into the right to receive warrants, each of which entitles the holders thereof to purchase one share of Churchill Class A common stock at an exercise price of $11.50 per share. The aggregate number of warrants received by the equity holders of Global Knowledge as consideration in the Global Knowledge Merger was 5,000,000. The warrants issued to the equity holders of Global Knowledge are non-redeemable and otherwise substantially similar to the private placement warrants issued to Churchill Sponsor II LLC, a Delaware limited liability company (the "Sponsor"), in connection with the Churchill IPO.

On October 12, 2020, in connection with the execution of the Skillsoft Merger Agreement, MIH Edtech Investments B.V. (formerly known as MIH Ventures B.V.) ("MIH Edtech Investments"), entered into a subscription agreement (the "Prosus Subscription Agreement") with Churchill and the Sponsor, and on February 16, . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to the former holders of Skillsoft Class A Shares in connection with the Merger was redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the "Class A SO Incremental Loans") under that certain Senior Secured Second Out Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l. ("Holdings"), as the parent borrower (the "Parent Borrower"), the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the "SO Credit Agreement") for a total aggregate increase of $20,000,000 of second out term loans under the SO Credit Agreement. In addition, upon the closing of the Global Knowledge Merger, (i) pursuant to a Joinder Agreement, dated as of June 11, 2021, by and among certain lenders party thereto, Holdings, the Parent Borrower and the other borrower party thereto, such lenders were issued an aggregate principal amount of $50,000,000 of incremental first out term loans (the "GK FO Incremental Loans") under that certain Senior Secured Term Loan Credit Agreement dated as of August 27, 2020, by and among Holdings, the Parent Borrower, the other borrower party thereto, the several banks and other financial institutions from time to time party thereto, as lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, as amended (the "FO Credit Agreement") and (ii) pursuant to a Joinder Agreement, dated as of June 11, 2021 by and among certain lenders party thereto, Holdings, the Parent Borrower, the other borrower party thereto, such lenders were issued an aggregate principal amount of $20,000,000 of incremental second out term loans under the SO Credit Agreement (the "GK SO Incremental Loans" and together with the GK FO Incremental Loans and the Class A SO Incremental Loans, the "Incremental Loans").

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure concerning the Company's issuance of warrants pursuant to the Global Knowledge Merger and the Company's issuance of shares and warrants in connection with the PIPE Investments contained in Item 2.01 of this Report on Form 8-K in the Section entitled "Recent Sales of Unregistered Securities" is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

As disclosed in Item 2.01 above, the Company's Class A common stock and warrants will commence trading on NYSE under the symbols "SKIL" and "SKIL.WS," respectively, on June 14, 2021, subject to ongoing review of the Company's satisfaction of all listing criteria following the business combination, in lieu of the Class A common stock and warrants of Churchill. Churchill's units will cease trading separately on NYSE on June 11, 2021.

Second Amended and Restated Certificate of Incorporation

Reference is made to the disclosure set forth under Item 5.03 of this Report relating to amendments to Churchill's amended and restated certificate of incorporation. Upon the closing of the business combination, Churchill's amended and restated certificate of incorporation, dated June 26, 2019, was replaced with the second amended and restated certificate of incorporation (as defined below).

Second Amended and Restated Bylaws

Upon the closing of the business combination, the Company's amended and restated bylaws, dated as of June 26, 2019, were amended and restated to be consistent with the Company's second amended and restated certificate of incorporation and to make certain other changes that Skillsoft's board of directors deemed appropriate for a public company. This summary is qualified in its entirety by reference to the text of the second amended and restated bylaws, which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

In accordance with Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to Churchill and has succeeded to the attributes of Churchill as the registrant. In addition, the shares of common stock of Skillsoft Corp., as the successor to Churchill, are deemed to be registered under Section 12(b) of the Exchange Act.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure described in the Registration Statement in the Section entitled "Proposal No. 1-The Merger Proposal" beginning on page 104 thereof, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Report.

After giving effect to the Merger and the redemption of public shares as described above, there are currently 133,059,021 shares of the Company's Class A common stock issued and outstanding. Together, the former owners of Skillsoft beneficially own approximately 21% of the outstanding shares of common stock of the Company.

Holders of uncertificated shares of Churchill's Class A common stock immediately prior to the business combination have continued as holders of uncertificated shares of Skillsoft Corp.'s Class A common stock.

Holders of Churchill's shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that Skillsoft Corp. is the successor to Churchill.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Effective as of the Closing, the following people were appointed as directors of the Company:

Class I directors: Ronald W. Hovsepian, Peter Schmitt and Jeffrey R. Tarr;

Class II directors: Lawrence C. Illg, Michael Klein and Lawrence H. Summers; and

Class III directors: Helena B. Foulkes, Patrick Kolek and Karen G. Mills.

Effective as of the Closing, the executive officers of the Company are:

Jeffrey R. Tarr, Chief Executive Officer;

Eric Stine, Chief Revenue Officer;

Apratim Purakayastha, Chief Technology Officer;

Richard Walker, Chief Strategy and Corporate Development Officer;

Sarah Hilty, Chief Legal Officer;

Michelle Boockoff-Bajdek, Chief Marketing Officer;

Mark Onisk, Chief Content Officer; and

Ryan Murray, Interim Chief Financial Officer, Chief Accounting Officer.

Reference is made to the disclosure described in the Registration Statement in the Sections entitled "Proposal No. 6-The Director Election Proposal" and "Management of the Post-Combination Company After the Merger" beginning on pages 111 and 193 thereof, respectively, for biographical information about each of the directors and officers following the Merger, which is incorporated herein by reference.

Reference is made to the Registration Statement Section entitled "Certain Relationships and Related Person Transactions" beginning on page 316 thereof for a description of certain transactions between the Company and certain of its directors and officers, which is incorporated herein reference.

Employment Agreement Term Sheet with Mr. Purakayastha

Effective as of the Closing, the Company entered into an employment agreement term sheet with Mr. Purakayastha, which supersedes his previous employment agreement. The term sheet provides that Mr. Purakayastha will receive a base salary of $450,000, will be eligible to earn an annual cash bonus with a target equal to 75% of his base salary, and will be eligible to participate in the Company's benefit plans consistent with those made available to the Company's other senior executives. The term sheet provides for initial equity grants, which were made on the Closing Date, consisting of (i) an option to purchase 259,000 shares of Class A common stock, which will vest 25% on the first anniversary of the Closing Date and the remaining 75% ratably over the following 12 quarters, (ii) an award of 129,000 restricted stock units, which will vest ratably on each of the first four anniversaries of the Closing Date, subject to Mr. Purakayastha's continued employment through each vesting date, and (ii) an award of 129,000 restricted stock units, which will vest ratably on each of the first four anniversaries of the Closing Date, subject to Mr. Purakayastha's continued employment through each vesting date, but only if the closing price of a share of Class A common stock equals or exceeds $12.50 on at least 20 out of 30 consecutive trading days prior to the fourth anniversary of the Closing Date.

The term sheet provides that, if Mr. Purakayastha's employment is terminated by the Company without "cause" or by the Company for "good reason" (as such terms are defined in the term sheet), then subject to his execution of a release of claims, he will be entitled to severance benefits consisting of 12 months of base salary and benefits continuation. If the termination occurs within 12 months after a "change in control" (as defined the Company's 2020 Omnibus Incentive Plan), then Mr. Purakayastha instead will be entitled to (i) 12 months of base salary and benefits continuation, (ii) a prorated target bonus for the year of termination, (iii) a target bonus for the year of termination and (iv) accelerated vesting of outstanding equity awards.

As a condition of his employment, Mr. Purakayastha also entered into a restrictive covenants agreement, which includes (i) a perpetual confidentiality covenant, (ii) a non-solicitation of employees and customers covenant and a non-competition covenant, each of which applies during employment and for 12 months thereafter, and (iii) a perpetual non-disparagement covenant.

Employment Agreement Term Sheet with Mr. Murray

In connection with Mr. Murray's appointment as Interim Chief Financial Officer and Chief Accounting Officer, the Company entered into an employment agreement term sheet with Mr. Murray, which became effective as of the Closing. The term sheet provides that Mr. Murray will receive a base salary of $300,000, will be eligible to earn an annual cash bonus with a target equal to 40% of his base salary, and will be eligible to participate in the Company's benefit plans consistent with those made available to the Company's other senior executives. The term sheet provides for initial equity grants, which were made on the Closing Date, consisting of (i) an award of 36,408 restricted stock units, which will vest ratably on each of the first four anniversaries of the Closing Date, subject to Mr. Murray's continued employment through each vesting date, and (ii) an award of 36,408 restricted stock units, which will vest ratably on each of the first four anniversaries of the Closing Date, subject to Mr. Murray's continued employment through each vesting date, but only if the closing price of a share of Class A common stock equals or exceeds $12.50 on at least 20 out of 30 consecutive trading days prior to the fourth anniversary of the Closing Date.

The term sheet provides that, if Mr. Murray's employment is terminated by the . . .

Item 5.06. Change in Shell Company Status.

As a result of the Merger, the Company ceased being a shell company. Reference is made to the disclosure in the Registration Statement in the sections entitled "Proposal No. 1-The Merger Proposal" beginning on page 104 thereof, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Report.

Item 9.01. Financial Statement and Exhibits.






(a)    Financial Statements of Businesses Acquired.

Audited consolidated financial statements of Skillsoft for the period from August 28, 2020 through January 31, 2021 and of Pointwell Limited, the predecessor parent company for Skillsoft (the "Predecessor") for the Predecessor period from February 1, 2020 through August 27, 2020 and for the Predecessor years ended January 31, 2020 and 2019 were previously filed as part of Amendment No. 4 to the registration statement filed with the SEC on May 27, 2021 (File No. 333-252365) (the "Amended Registration Statement") and are incorporated herein by reference. Unaudited consolidated financial statements of Skillsoft for the three months ended April 30, 2021 are included as Exhibit 99.1, and are incorporated herein by reference.

Audited financial statements of Churchill for the fiscal year ended December 31, 2020 and for the period from April 11, 2019 (inception) through December 31, 2019 were previously filed as part of the Amended Registration Statement, beginning on page F-3, and are incorporated herein by reference. Unaudited financial statements of Churchill for the three months ended March 31, 2021 were previously filed on the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed on May 20, 2021 and are incorporated herein by reference.

Audited consolidated financial statements of Albert DE Holdings Inc. for the fiscal years ended October 2, 2020 and September 27, 2019 were previously filed as part of the Amended Registration Statement, beginning on page F-110, and are incorporated herein by reference. Unaudited consolidated interim financial statements of Albert DE Holdings Inc. for the fiscal quarter ended April 2, 2021 were previously filed as part of the Amended Registration Statement, beginning on page F-138 and are incorporated herein by reference.











(b)    Pro forma financial information.

Unaudited pro forma condensed combined financial information for the quarter ended March 31, 2021 was previously filed as part of the Registration Statement in the Section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 66, which information is incorporated herein by reference. The updated unaudited pro forma condensed combined financial information as of March 31, 2021 is included as Exhibit 99.2 to this Report on Form 8-K.





(c)    Shell company.

See (a) and (b) of this Item 9.01.





(d)    Exhibits.

The list of exhibits is set forth on the Exhibit Index of this Report on Form 8-K and is incorporated herein by reference.





Exhibit
 Number                                  Description
  2.1        Agreement and Plan of Merger dated as of October 12, 2020, by and
           between Churchill Capital Corp II and Software Luxembourg Holding S.A.
           (incorporated by reference to Exhibit 2.1 to Churchill's Current Report
           on Form 8-K filed with the SEC on October 16, 2020)

  2.2        Agreement and Plan of Merger, dated as of October 12, 2020, by and
           between Churchill Capital Corp II, Magnet Merger Sub, Inc., and Albert
           DE Holdings Inc. (incorporated by reference to Exhibit 2.2 to
           Churchill's Current Report on Form 8-K filed with the SEC on October 16,
           2020)

  2.3        Merger Agreement Amendment, dated as of January 22, 2021, by and
           between Churchill and Software Luxembourg Holding S.A. (incorporated by
           reference to Exhibit 2.1 to Churchill's Current Report on Form 8-K filed
           with the SEC on January 28, 2021)

  3.1        Second Amended and Restated Certificate of Incorporation of Skillsoft
           Corp.

  3.2        Second Amended and Restated Bylaws of Skillsoft Corp.

  4.1        Specimen Class A common stock Certificate (incorporated by reference
           to Exhibit 4.2 to Amendment No. 2 to Churchill's Registration Statement
           on Form S-1 filed with the SEC on June 26, 2019)

  4.2        Specimen Warrant Certificate (included in Exhibit 4.3)

  4.3        Warrant Agreement, dated June 11, 2021, between Continental Stock
           Transfer & Trust Company and Churchill Capital Corp II

  10.1       Senior Secured Term Loan Credit Agreement, dated as of August 27,
           2020, by and among Software Luxembourg Intermediate S.à r.l., as
           holdings, Software Luxembourg Acquisition S.à r.l., as the parent
           borrower, the other borrower party thereto, the lenders from time to
           time party thereto and Wilmington Savings Fund Society, FSB, as the
           administrative agent and collateral agent

  10.2       Senior Secured Second Out Term Loan Credit Agreement, dated as of
           August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l.,
           as holdings, Software Luxembourg Acquisition S.à r.l., as the parent
           borrower, the other borrower party thereto, the lenders from time to
           time party thereto and Wilmington Savings Fund Society, FSB, as the
           administrative agent and collateral agent

  10.3       Stockholders Agreement, dated as of October 12, 2020, by and among
           Churchill Capital Corp II, Churchill Sponsor II LLC and the Founder
           Holder (incorporated by reference to Exhibit 10.1 to Churchill's Current
           Report on Form 8-K filed with the SEC on October 16, 2020)

  10.4       Amended and Restated Registration Rights Agreement, dated as of
           October 12, 2020, by and among Churchill Capital Corp II, Churchill
           Sponsor II LLC, Software Luxembourg Holding S.A. and the Holders
           (incorporated by reference to Exhibit 10.2 to Churchill's Current Report
           on Form 8-K filed with the SEC on October 16, 2020)

  10.5       Sponsor Support Agreement, dated as of October 12, 2020, by and among
           Churchill Capital Corp II, Churchill Sponsor II LLC, Software Luxembourg
           Holding S.A. and the Insiders (incorporated by reference to Exhibit 10.3
           to Churchill's Current Report on Form 8-K filed with the SEC on October
           16, 2020)

  10.6       Subscription Agreement, dated as of October 12, 2020, by and among
           Churchill Capital Corp II, Churchill Sponsor II LLC and MIH Ventures
           B.V. (incorporated by reference to Exhibit 10.4 to Churchill's Current
           Report on Form 8-K filed with the SEC on October 16, 2020)










  10.7        Strategic Support Agreement, dated as of October 12, 2020, by and
            between MIH Ventures B.V. and Churchill Capital Corp II (incorporated by
            reference to Exhibit 10.5 to Churchill's Current Report on Form 8-K
            filed with the SEC on October 16, 2020)

  10.8        Subscription Agreement, dated as of October 13, 2020, by and between
            Lodbrok Capital LLP and Churchill Capital Corp II (incorporated by
            reference to Exhibit 10.7 to Churchill's Current Report on Form 8-K
            filed with the SEC on October 16, 2020)

  10.9        Subscription Agreement, dated as of October 14, 2020, by and between
            SuRo Capital Corp. and Churchill Capital Corp II (incorporated by
            reference to Exhibit 10.8 to Churchill's Current Report on Form 8-K
            filed with the SEC on October 16, 2020)

  10.10       Executive Employment Agreement, dated as of October 13, 2020, by and
            between Jeffrey R. Tarr and Churchill Capital Corp II (incorporated by
            reference to Exhibit 10.9 to Churchill's Current Report on Form 8-K
            filed with the SEC on October 16, 2020)

  10.11       Sponsor Agreement Amendment, dated as of January 22, 2021, by and
            among Churchill, Software Luxembourg Holding S.A., Sponsor and
            Churchill's directors and officers (incorporated by reference to Exhibit
            10.1 to Churchill's Current Report on Form 8-K filed with the SEC on
            January 28, 2021)

  10.12       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Helena B. Foulkes

  10.13       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Ronald W. Hovsepian

  10.14       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Lawrence C. Illg

  10.15       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Michael Klein

  10.16       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Patrick Kolek

  10.17       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Karen G. Mills

  10.18       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Peter Schmitt

  10.19       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Lawrence H. Summers

  10.20       Indemnity Agreement, dated as of June 11, 2021 and effective as of
            June 11, 2021, by and between Skillsoft Corp. and Jeffrey R. Tarr

  10.21       Amendment No. 1 to Senior Secured Term Loan Credit Agreement, dated as
            of October 12, 2020, by and among Software Luxembourg Intermediate S.à
            r.l., as holding, Software Luxembourg Intermediate S.à r.l., as the
            parent borrower, the other borrower party thereto, and the lenders from
            time to time party thereto

  10.22       Amendment No. 1 to Senior Secured Second Out Term Loan Credit
            Agreement, dated as of October 12, 2020, by and among Software
            Luxembourg Intermediate S.à r.l., as the parent borrower, the other
            borrower party thereto, and the lenders from time to time party
            thereto

  10.23       Joinder Agreement (to Senior Secured Term Loan Credit Agreement),
            dated as of June 11, 2021, by and among certain lender parties thereto,
            Software Luxembourg Intermediate S.à r.l., as holdings, Software
            Luxembourg Acquisition S.à r.l., as the parent borrower, and the other
            borrower party thereto

  10.24       Joinder Agreement (to Senior Secured Second Out Term Loan Credit
            Agreement), dated as of June 11, 2021, by and among certain lender
            parties thereto, Software Luxembourg Intermediate S.à r.l., as holdings,
            Software Luxembourg Acquisition S.à r.l., as the parent borrower, and
            the other borrower party thereto

  21.1        List of Subsidiaries

  99.1        Unaudited financial statements of Software Luxembourg Holding S.A.
. . .

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