This Current Report on Form 8-K, including its exhibits, includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook (including bookings, revenue, and adjusted EBITDA), our product development and planning, our pipeline, future capital expenditures, share repurchases, financial results, the impact of regulatory changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services, competitive strengths and goals, the benefits of new initiatives, growth of our business and operations, and our ability to successfully implement our plans, strategies, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including:
| • | our ability to realize the benefits expected from the business combination between the Company, Churchill Capital Corp. II, and Global Knowledge, and other recent transactions, including our acquisitions of Pluma and Codecademy, and disposition of SumTotal; |
| • | the impact of U.S. and worldwide economic trends, financial market conditions, geopolitical events, natural disasters, climate change, public health crises, the ongoing COVID-19 pandemic (including any variant), political crises, or other catastrophic events on our business, liquidity, financial condition and results of operations; |
| • | our ability to attract and retain key employees and qualified technical and sales personnel; |
| • | our reliance on third parties to provide us with learning content, subject matter expertise, and content productions and the impact on our business if our relationships with these third parties are terminated; |
| • | fluctuations in our future operating results; |
| • | our ability to successfully identify, consummate, and achieve strategic objectives in connection with our acquisition opportunities and realize the benefits expected from the acquisition; |
| • | the demand for, and acceptance of, our products and for cloud-based technology learning solutions in general; |
| • | our ability to compete successfully in competitive markets and changes in the competitive environment in our industry and the markets in which we operate; |
| • | our ability to market existing products and develop new products; |
| • | a failure of our information technology infrastructure or any significant breach of security, including in relation to the migration of our key platforms from our systems to cloud storage; |
| • | future regulatory, judicial, and legislative changes in our industry; |
| • | our ability to comply with laws and regulations applicable to our business, including shifting global privacy, data protection, and cyber and information security laws and regulations, as well as state privacy and data protection laws; |
| • | a failure to achieve and maintain effective internal control over financial reporting; |
| • | fluctuations in foreign currency exchange rates; |
| • | our ability to protect or obtain intellectual property rights; |
| • | our ability to raise additional capital; |
| • | the impact of our indebtedness on our financial position and operating flexibility; |
| • | our ability to meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; |
| • | our ability to implement our share repurchase program successfully; |
| • | our ability to successfully defend ourselves in legal proceedings; and |
| • | our ability to continue to meet applicable listing standards. |