UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):February 26, 2020
EDTECHX HOLDINGS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38687 | 83-0570234 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer |
c/o IBIS Capital Limited |
| (Address of Principal Executive Offices) |
Registrant’s telephone number, including area code:+44 207 070 7080
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock and one redeemable warrant | EDTXU | The Nasdaq Stock Market LLC | ||
| Common Stock, $0.0001 par value | EDTX | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | EDTXW | The Nasdaq Stock Market LLC |
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 Other Events.
As previously announced, in connection with the proposed business combination among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco, Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco, and Meten International Education Group, a Cayman Islands exempted company (the “Meten”), and pursuant to the Forward Purchase Agreement dated June 18, 2018 (“Forward Purchase Agreement”) between EdtechX and Azimut Enterprises S.r.l. (“Azimut”), on December 12, 2019, Azimut irrevocably consented to purchase, in a private placement to occur concurrently with the consummation of the business combination, up to 2,000,000 of units of EdtechX at $10.00 per unit (or up to an aggregate purchase price of $20,000,000), on substantially the same terms as the sale of units in EdtechX’s initial public offering, with the exact number of units to be purchased to be determined by EdtechX and Holdco.
On February 26, 2020, EdtechX and Holdco jointly notified Azimut that Azimut would be required to purchase 2,000,000 units of EdtechX, for an aggregate investment of $20,000,000, upon the closing of the business combination, representing the full amount of Azimut’s investment under the Forward Purchase Agreement.
SIGNATURE
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.
| Dated: February 28, 2020 | EDTECHX HOLDINGS ACQUISITION CORP. | ||
| By: | /s/ Benjamin Vedrenne-Cloquet | ||
| Benjamin Vedrenne-Cloquet | |||
| Chief Executive Officer | |||
