Filed by Churchill Capital Corp II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp II Commission File No. 001-38960 Date: March 2, 2021 Skillsoft Analyst Day Presentation February 2021 CORPORATE PARTICIPANTS Michael Klein - CEO, Churchill Capital Jeff Tarr - Incoming CEO, Skillsoft Mark Onisk - Chief Content Officer, Skillsoft Apratim Purakayastha – Chief Technology Officer, Skillsoft Patrick Manzo – Chief Revenue Officer, Skillsoft Michelle Boockoff-Bajdek - Chief Marketing Officer 1 The following is a transcript of a recording of a presentation given at the Analyst Day Presentation on February 24, 2021. This transcript should be read in conjunction with, and is qualified in all respects, by the written material accompanying that presentation, which was filed pursuant to Rule 425 under the Securities Act of 1933 on February 24, 2021. PRESENTATION Unknown Speaker Each of us has the potential to do amazing things. Finding that potential and helping people unleash their edge is what drives us forward at Skillsoft. Since 1998, we have pioneered digital corporate learning to enable learners to be the best version of themselves and companies to perform at their best. We help organizations leverage learning to build a stronger and more resilient workforce. How we learn is changing, driven by the relentless advancement of technology, which has been accelerated by COVID-19 and remote working. Today's learners expect to learn across modalities on their own terms, and they expect learning to help them stay relevant in an ever changing and uncertain world. And we support the individual learner with an environment where continuous learning is essential, accessible, and engaging. We partner with our customers, offering them more than 180,000 content assets delivered via a cutting-edge AI driven learning platform, providing unique learning paths and available on any device or format that learners desire. We serve 45 million learners in over 160 countries, communicating in 29 languages. We support world class companies, including more than 70 percent of the Fortune 1000. Today, we see an extraordinary opportunity to help our customers navigate a challenging world. The pace of change is accelerating, increasing the need for retraining and re- skilling. Some jobs aren't coming back. New jobs are emerging, and the skills gap is widening. The moment has never been more compelling for a leader like Skillsoft. By supporting people on their journeys to acquire relevant skills, we benefit our customers and the world around us. Skillsoft. Unleash your edge. Jim Gruskin Hello, everyone, and welcome to the Analyst Day event for Skillsoft. We're glad you could join us. I'm Jim Gruskin, head of investor relations for Skillsoft. Before we begin, I refer you to the language at the beginning of this presentation, which will be filed with the SEC, regarding forward-looking statements and non-GAAP disclosures and where to find additional information. Today, you'll hear from several leaders. Michael Klein, Churchill Capital CEO, will provide background on the proposed transaction involving Churchill Capital II and Skillsoft, as well as the combination with Global Knowledge and the investment from Prosus. Incoming CEO Jeff Tarr will introduce the new Skillsoft, its market opportunity and growth strategy, and his vision for the company. Mark Onisk, Skillsoft's chief content officer, will discuss Skillsoft's content assets and learning solutions. Our chief technology officer, AP, will review the company's technology platform for Percipio and its capabilities. Then chief revenue officer, Pat Manzo, and chief marketing officer, Michelle Boockoff-Bajdek, will cover the company's go to market strategy. Skillsoft Analyst Day Presentation February 2021 2 Jeff will then return for the financial overview, after which will open the floor for questions. Here, you see the agenda I just described. Note that you will be in listen-only mode as presenters speak. And at the end of the last presentation, we'll ask you to let us know via chat if you have a question, so the call operators can turn on your microphone. So, with that, I will turn it over to Michael Klein. Michael Klein Thank you, Jim. Welcome, all of you, to today's Skillsoft Analyst Day. We appreciate your interest in the company and I hope you'll see in the coming hour or so the excitement that we have about the opportunity that we've created for investors. For those of you who have not worked with us before, Churchill Capital was formed about four years ago with the idea of using a unique tool, a public equity vehicle, to bring public companies that we could invest in, that we could help grow, that we could expand, that we could build into great companies, and be invested in for the very long term. We took a view that the public equity vehicle, or SPAC, format was helpful, but it was imperfect. What we determined was necessary was not only capital and a public vehicle, but long term, consistent stewardship and, in addition, the ability to bring proven value creators, who have been CEOs and leaders of public companies, CEOs and leaders of large companies that have already created value for shareholders and bring them to bear in helping to take these private companies and bring them into the public company format. We have spent a great deal of time looking for companies that as private companies were either over levered and needed more capital for growth, undercapitalized and needed more capital for growth, or simply had the need for greater, more experienced leaders who have organic and inorganic growth histories and track records. And that's certainly the case here. But so, you have a sense, Churchill Capital has raised seven vehicles. We've raised approximately $7 billion. And those that have participated in our IPOs have had about a threefold return on their investments if they were invested across all of them. The first vehicle we created, Churchill Capital I, was our, if you will, beginning of this journey of taking one of our best partners, Jerre Stead, who created and led a company called IHS, which you'll hear a lot more about today, and built that over the period of 20 years into a $25 billion company through organic and inorganic growth. We partnered with him to find another information services business and to have him lead that business, and to take that business as a levered entity, de-lever, invest in growth, and then go forward not only organically, but through acquisitions to build a great business. And Jerre has done just that. A company that we invested approximately 3 billion of equity value day one has grown already to a business that is worth more than $20 billion today. That is a separate, standalone, independent company run by Jerre today, and that's exactly the model that we seek to employ here today with Skillsoft. Skillsoft Analyst Day Presentation February 2021 3 And as you'll hear from Jeff and the team, we think Skillsoft is perhaps the single best opportunity that we found in our history of creating these public vehicles. Skip the page, please. Skillsoft today is a proven leader in a growing market, distance learning, enterprise learning, training and upskilling, a market that was growing pre-pandemic and is growing far more post-pandemic. A market that is incredibly important, but as a mission we think it's critical to be able to train and upskill employees, give them better career paths in the companies that they operate. We sought to invest in a leading education technology company. We sought to do that prior to the pandemic. We looked for the area that we thought was the most successful, the best tailwinds, and the most likely to provide recurring revenues at high margins. And when we did that, we found that to be the enterprise training space. And in the enterprise training space, there was one leader for the past two decades, and that was Skillsoft. Skillsoft was the leader, as you'll hear, based upon its content, based upon its client and customer base, based upon its salesforce, based upon its history. However, as you'll also hear about, Skillsoft underwent, as many companies did, leveraged buyout after leveraged buyout, which strained the company's ability to grow. When we found this company, we made a very specific proposal - and it was more than a year ago - to the board, which said we believe that Skillsoft has the ability to be not only the market leader in enterprise, but a high growth, high margin, high cash flow generating company that we would like to invest and participate. Now, at the time, the company was levered 11- or 12-times cash flow. It was the most profitable company in the industry. It was the largest company in the industry, but it was strained under that cash burden. We made a very clear message and a very clear direction to the board. We explained to them that if they were prepared to undergo a process that would de-leverage the company, allow us to invest new capital, allow them to accelerate the conversion from their old platform technology to their new Percipio platform technology which you will hear a lot about, if they were prepared to do that and allow us to bring our partners to invest and I was to bring our management team to bear, we would be enthusiastic to support the business. And they agreed. And now, several months later, we're in a position to bring this company to the public market.