Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 19, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | EdtechX Holdings Acquisition Corp. | ||
Entity Central Index Key | 0001746468 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-38687 | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 62,364,500 | ||
Entity Incorporation State Country Code | DE | ||
Entity Common Stock Shares Outstanding | 7,906,250 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 383,587 | $ 667,399 |
Prepaid expenses | 16,667 | 63,618 |
Total current assets | 400,254 | 731,017 |
Cash and marketable securities held in Trust Account | 65,671,351 | 64,516,435 |
Total assets | 66,071,605 | 65,247,452 |
Current liabilities: | ||
Accounts payable | 106,233 | 36,522 |
Accrued expenses | 20,978 | |
Advances from related party | 85,322 | 85,322 |
Convertible note payable - related party | 270,000 | |
Franchise tax payable | 53,250 | 54,192 |
Income tax payable | 43,745 | 55,334 |
Total current liabilities | 579,528 | 231,370 |
Deferred tax liabilities | 92,964 | |
Deferred underwriting commissions | 1,225,000 | 1,225,000 |
Total liabilities | 1,897,492 | 1,456,370 |
Commitments | ||
Common stock, $0.0001 par value; 5,706,278 and 5,775,155 shares subject to possible redemption at $10.37 and $10.18 per share at December 31, 2019 and 2018, respectively | 59,174,103 | 58,791,078 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 25,000,000 shares authorized; 2,199,972 and 2,131,095 shares issued and outstanding (excluding 5,706,278 and 5,775,155 shares subject to possible redemption) at December 31, 2019 and 2018, respectively | 220 | 213 |
Additional paid-in capital | 4,564,892 | 4,947,924 |
Retained earnings | 434,898 | 51,867 |
Total stockholders' equity | 5,000,010 | 5,000,004 |
Total Liabilities and Stockholders' Equity | $ 66,071,605 | $ 65,247,452 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Temporary equity par value | $ 0.0001 | $ 0.0001 |
Number of shares subject to possible redemption | 5,706,278 | 5,775,155 |
Number of per share subject to possible redemption | $ 10.37 | $ 10.18 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 2,199,972 | 2,131,095 |
Common stock, shares outstanding | 2,199,972 | 2,131,095 |
Statements of Operations
Statements of Operations - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
General and administrative expenses | $ 156,292 | $ 691,452 | |
Franchise tax expense | 54,192 | 89,996 | |
Loss from operations | (210,484) | (781,448) | |
Other income -loss): | |||
Interest earned on marketable securities held in Trust | 327,511 | 1,509,120 | |
Unrealized loss on marketable securities held in Trust Account | (9,826) | (59,266) | |
Income before income tax expense | 107,201 | 668,406 | |
Income tax expense | 55,334 | 285,375 | |
Net income | $ 51,867 | $ 383,031 | |
Weighted average shares outstanding, basic and diluted | [1] | 1,635,292 | 2,150,361 |
Basic and diluted net loss per share | $ (0.08) | $ (0.27) | |
[1] | This number excludes an aggregate of up to 5,706,278 and 5,775,155 shares subject to possible redemption at December 31, 2019 and 2018, respectively. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - shares | 8 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Number of excludes an aggregate shares subject to possible redemption | 5,775,155 | 5,706,278 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Total |
Balance at Mar. 14, 2018 | ||||
Balance, shares at Mar. 14, 2018 | ||||
Issuance of common stock to Sponsor ("Founder Shares") | $ 158 | 24,842 | 25,000 | |
Issuance of common stock to Sponsor ("Founder Shares"), shares | 1,581,250 | |||
Sale of units in Initial Public Offering, gross | $ 633 | 63,249,367 | 63,250,000 | |
Sale of units in Initial Public Offering, gross, shares | 6,325,000 | |||
Offering costs | (3,315,885) | (3,315,885) | ||
Sale of Private Placement Warrants to Sponsor in private placement | 3,780,000 | 3,780,000 | ||
Issuance of Unit Purchase Option | 100 | 100 | ||
Common stock subject to possible redemption | $ (578) | (58,790,500) | (58,791,078) | |
Common stock subject to possible redemption, shares | (5,775,155) | |||
Net income | 51,867 | 51,867 | ||
Balance at Dec. 31, 2018 | $ 213 | 4,947,924 | 51,867 | 5,000,004 |
Balance, shares at Dec. 31, 2018 | 2,131,095 | |||
Common stock subject to possible redemption | $ 7 | (383,032) | (383,025) | |
Common stock subject to possible redemption, shares | 68,877 | |||
Net income | 383,031 | 383,031 | ||
Balance at Dec. 31, 2019 | $ 220 | $ 4,564,892 | $ 434,898 | $ 5,000,010 |
Balance, shares at Dec. 31, 2019 | 2,199,972 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ 51,867 | $ 383,031 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
General and administrative expenses included in note payable and advances from related parties | 297 | |
Deferred tax liabilities | 92,964 | |
Interest earned on marketable securities held in Trust Account | (327,511) | (1,509,120) |
Unrealized loss on securities held in Trust Account | 9,826 | 59,266 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (63,618) | 46,951 |
Accrued expenses | 20,978 | |
Accounts payable | 36,522 | 69,711 |
Franchise tax payable | 54,192 | (942) |
Income tax payable | 55,334 | (11,589) |
Net cash used in operating activities | (183,091) | (848,750) |
Cash Flows from Investing Activities | ||
Investment of cash in Trust Account | (64,198,750) | |
Withdrawal of interest from Trust Account for payment of tax liabilities | 294,938 | |
Net cash provided by (used in) investing activities | (64,198,750) | 294,938 |
Cash Flows from Financing Activities | ||
Proceeds from convertible notes payable and advances from related parties | 210,025 | 270,000 |
Repayment of note payable and advances from related parties | (125,000) | |
Proceeds received from Initial Public Offering, gross | 63,250,000 | |
Proceeds received from Private Placement | 3,780,000 | |
Proceeds received from issuance of Unit Purchase Option | 100 | |
Payment of offering costs | (2,065,885) | |
Net cash provided by financing activities | 65,049,240 | 270,000 |
Net change in cash | 667,399 | (283,812) |
Cash - beginning of the period | 667,399 | |
Cash - end of the period | 667,399 | 383,587 |
Supplemental disclosure of noncash activities: | ||
Change in value of common stock subject to possible redemption | 55,769 | 383,025 |
Initial value of common stock subject to possible redemption | 58,735,309 | |
Offering costs paid by Sponsor in exchange for common stock | 25,000 | |
Deferred underwriting commissions in connection with the initial public offering | 1,225,000 | |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | $ 204,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations EdtechX Holdings Acquisition Corp. (the "Company" or "EdtechX") was incorporated in Delaware on May 15, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company is focusing its search for target businesses in the education, training and education technology ("edtech") industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company's sponsors are IBIS Capital Sponsor LLC and IBIS Capital Sponsor II LLC, each Delaware limited liability companies (the "Sponsors"). As of December 31, 2019, the Company had not commenced any operations. All activity from inception through December 31, 2019 relates to the Company's formation, the Initial Public Offering described below and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and Private Placement described below. The registration statement for the Company's Initial Public Offering was declared effective on October 5, 2018. On October 10, 2018, the Company consummated its initial public offering Simultaneously with the closing of the Initial Public Offering and the Over-allotment, the Company consummated the private placement ("Private Placement") The Initial Public Offering and Private Placement generated total gross proceeds of $67.03 million, and the Company incurred offering costs of approximately $3.31 million, inclusive of $1.225 million in minimum deferred underwriting commissions (Note 5). On December 12, 2019, the Company entered into an Agreement and Plan of Reorganization ("Merger Agreement") by and among EdtechX, Meten EdtechX Education Group Ltd., a Cayman Islands exempted company ("Holdco"), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco ("EdtechX Merger Sub"), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco ("Meten Merger Sub", and together with EdtechX Merger Sub, the "Merger Subs"), and Meten International Education Group, a Cayman Islands exempted company ("Meten") (Note 9). As of December 31, 2019 , the Company had approximately $384,000 in cash held outside of the Trust Account. The Company will provide its "public stockholders", the holders of the outstanding shares of its common stock included in the Units sold in the Initial Public Offering (each, a "Public Share"), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion based on a variety of factors or if the Business Combination would otherwise require a vote. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account plus a pro rata share of interest income, less taxes payable. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The underwriters have also agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period (defined below) and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company's Sponsors, officers and directors (the "initial stockholders") have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's obligation to allow public shareholders to seek redemption of their Public Shares in connection with a business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. The Company will have until April 10, 2020 to complete an initial Business Combination, or July 10, 2020 if (i) the Company has filed proxy solicitation or tender offer materials in compliance with Regulation 14A or Regulation 14E, respectively, of the Securities Exchange Act of 1934, as amended, with the SEC relating to a proposed Business Combination by April 10, 2020 and a Business Combination has not yet been consummated by such date and (ii) the last sales price of the Company's common stock equals or exceeds the estimated per-share value of the amount in the Trust Account on April 10, 2020 for any 20 trading days within the 30 trading day period ending March 10, 2020 (such time period referred to as the "Combination Period"). If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15 per share initially held in the Trust Account. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsors agreed pursuant to a written agreement with the Company that, if the Company liquidates the Trust Account prior to the consummation of a Business Combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. However, the agreement entered into by the Sponsors specifically provides for two exceptions to the indemnity given: they will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsors to reserve for such indemnification obligations and the Sponsors' only assets are securities of the Company. Therefore, the Company believes it is highly unlikely that the Sponsors would be able to satisfy those obligations. None of the Company's officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the Trust Account are reduced below $10.15 per public share and the Sponsors assert that they are unable to satisfy their obligations (such as if they claim they do not have sufficient funds to satisfy such indemnification obligations), or that they have no indemnification obligations related to a particular claim at all, the Company's independent directors would determine whether to take legal action against the Sponsors to enforce such indemnification obligations. It is possible that the Company's independent directors in exercising their business judgment may choose not to do so in any particular instance. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the public stockholders may be reduced below $10.15 per share. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. On January 2, 2020, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2018, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 17, 2020) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 29, 2020, to regain compliance. The Company intends to submit a compliance plan within the specified period. While the plan is pending, the Company's securities will continue to trade on Nasdaq. Liquidity and Capital Resources As indicated in the accompanying financial statements, at December 31, 2019, the Company had approximately $384,000 in cash, and working capital deficit of approximately $82,000 , . The Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the founders' shares, and the loan from the initial stockholders in an aggregate amount of $125,000. In addition to this loan, the Company had received additional advances of approximately $85,000 from the Sponsors for expenses. The loan of $125,000 was repaid in full on October 10, 2018, and the advances from related party of approximately $85,000 still remain outstanding. Subsequently, the Company's liquidity has been satisfied through the net proceeds received from the consummation of the Initial Public Offering and the Private Placement, the interest withdrawn from Trust Account of approximately $295,000 since inception to pay for tax obligations, and loan proceeds from the Sponsor for an aggregate of $270,000 under the form of a convertible promissory note received in October 2019 (see Note 4). Management believes that the Company has sufficient liquidity to meet its anticipated obligations until the earlier of the consummation of initial Business Combination or liquidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and marketable securities held in Trust Account At December 31, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2019, the Company withdrew approximately $295,000 of interest earned on marketable securities held in Trust Account for payment of tax liabilities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 " Distinguishing Liabilities from Equity Net Loss Per Share of Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 5,706,278 and 5,775,155 shares of common stock subject to possible redemption at December 31, 2019 and 2018 have been excluded from the calculation of basic loss per share of common stock, respectively, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 10,105,000 shares of the Company's common stock in the calculation of diluted loss per share, since they are not yet exercisable. Reconciliation of net loss per share of common stock The Company's net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share of common stock is calculated as follows: For the year ended December 31, For the period from Net income $ 383,031 $ 51,867 Less: Income attributable to common stock subject to possible redemption (969,399 ) (190,632 ) Adjusted net loss $ (586,368 ) $ (138,765 ) Weighted average common stock outstanding, basic and diluted 2,150,361 1,635,292 Basic and diluted net loss per share of common stock $ (0.27 ) $ (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, which were charged to stockholders' equity upon the completion of the Initial Public Offering in October 2018. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. The Company's effective tax rate for the year ended December 31, 2019 and for the period from May 15, 2018 (inception) through December 31, 2018 differ from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. As of December 31, 2019 and December 31, 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering The Company sold and in the Initial Public Offering and on October 10, 2018 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On May 15, 2018, IBIS Capital Sponsor LLC purchased 1,437,500 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 for an aggregate price of $25,000. On August 3, 2018, the Company effected a stock dividend of 0.1 shares for each outstanding share, resulting in the initial stockholders holding an aggregate of 1,581,250 founders' shares. The initial stockholders had agreed to forfeit up to 206,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On October 17, 2018, the over-allotment option was exercised in full. Accordingly, no Founder Shares were forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of the initial Business Combination and the date on which the closing price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, and (2) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Initial Business Combination, or earlier, in either case, if, subsequent to the Initial Business Combination, the Company consummate a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering and the Over-allotment, Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the purchasers or their permitted transferees. The purchasers of the Private Placement Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans and Advances On June 26, 2018, IBIS Capital Sponsor LLC agreed to loan the Company an aggregate of up to $125,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note ("Note"). This loan was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. In addition to this Note, the Company had received additional advances of approximately $85,000 from the Sponsor for offering related expenses. The Note of $125,000 was repaid in full on October 10, 2018, and the advances from related party of approximately $85,000 still remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On September 19, 2019, the Company issued a convertible note ("Convertible Note") to the Sponsor, pursuant to which the Sponsor agreed to provide a Working Capital loan to the Company for an aggregate of $270,000. The Convertible Note was non-interest bearing and payable upon the completion of the initial Business Combination. The Company received the entire $270,000 of loan proceeds in October 2019. Administrative Support Agreement The Company agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company's consummation of a Business Combination and its liquidation, to pay IBIS Capital Limited, an affiliate of certain of the Company's officers and directors, a total of $10,000 per month for certain general and administrative services, including office space, utilities and administrative support. The Company incurred and paid approximately $120,000 and $30,000 in expenses in connection with the aforementioned arrangements with the related parties and recorded in general and administrative expenses in the Statement of Operations for the year ended December 31, 2019 and for the period from May 15, 2018 (inception) through December 31, 2018, respectively. As of December 31, 2019 and December 31, 2018, the Company had $60,000 and $0 in accounts payable in connection with such agreements in the accompanying Balance Sheets. Forward Purchase Agreements The Azimut Investors have also entered into a contingent forward purchase agreement ("Forward Purchase Agreement") with the Company to purchase, in a private placement to occur concurrently with the consummation of the initial Business Combination, up to 2,000,000 Units at $10.00 per Unit (or up to an aggregate purchase price of $20 million), on substantially the same terms as the sale of units in the Initial Public Offering. The exact number of Units to be purchased by the Azimut Investors will be determined by the Company, in the Company's sole discretion, based on the Company's capital needs in connection with the Business Combination. This agreement is independent of the percentage of stockholders electing to redeem their Public Shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The contingent Forward Purchase Agreement is subject to conditions, including the Azimut Investors giving the Company their irrevocable written consent to purchase the Units no later than five days after the Company notifies them of the Company's intention to hold a board meeting to consider entering into a definitive agreement for a proposed Business Combination. The Azimut Investors granting their consent to the purchase is entirely within their sole discretion. Accordingly, if they do not consent to the purchase, they will not be obligated to purchase the Units. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 5 — Commitments Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and "piggyback" registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Agreements with Underwriters The underwriters were entitled to an underwriting discount of $0.25 per unit, or approximately $1.58 million in the aggregate, paid upon the closing of the Initial Public Offering and the Over-allotment. In addition, |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders' Equity Common Stock Preferred Stock Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Offering, except that such warrants will be exercisable for cash or on a cashless basis, at the holder's option, and will not be redeemable by the Company, in each case so long as they are still held by the initial purchasers or their permitted transferees. Additionally, the Private Placement Warrants purchased by the underwriters will not contain the adjustment feature described below relating to issuances of additional shares of common stock for capital raising purposes in connection with an initial Business Combination. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time after the warrants become exercisable, ● upon a minimum of 30 days' prior written notice of redemption; and ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations or as described below), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, except in the case of the Private Placement Warrants purchased by the underwriters, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. In no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Unit Purchase Options th The options grant to holders, subject to certain exceptions, demand and "piggy back" rights for periods of five and seven years, respectively, from the effective date of the registration statement relating to the Initial Public Offering with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the options. The Company will bear all fees and expenses attendant to registering the securities for one demand right and unlimited piggyback rights, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the options may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the options will not be adjusted for issuances of shares at a price below its exercise price. The Company will have no obligation to net cash settle the exercise of the purchase options or the warrants underlying the purchase options. The holder of the purchase options will not be entitled to exercise the purchase options or the warrants underlying the purchase options unless a registration statement covering the securities underlying the purchase options is effective or an exemption from registration is available. If the holder is unable to exercise the purchase options or underlying warrants, the purchase options or warrants, as applicable, will expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 65,671,351 $ 64,516,435 Approximately $600 and $11,000 of the balance held in Trust Account was held in cash as of December 31, 2019 and December 31, 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes The Company's net deferred tax assets are as follows: December 31, 2019 2018 Noncurrent deferred tax assets (liabilities): Startup/Organizational Costs 177,559 32,745 Unrealized Gain/Loss (92,964 ) - Total deferred tax assets (liabilities) 84,595 32,745 Less: Valuation allowance (177,559 ) (32,745 ) Net Deferred tax assets/(liabilities), net of allowance (92,964 ) - The income tax provision consists of the following: For the year ended For the period from May 15, through Current expense Federal 192,411 55,334 State - - 192,411 55,334 Deferred expense Federal 92,964 - State - - 92,964 - Total Provision 285,375 55,334 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year end December 31, 2019 and for the period from May 15, 2018 (inception) through December 31, 2018, the Company has recorded a valuation allowance of approximately $178,000 and $33,000, respectively. A reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: 2019 2018 Amount Percent of Pretax Income Amount Percent of Pretax Income Statutory federal income tax rate 140,365 21.0 % 22,512 21.0 % Meals and entertainment 196 0.0 % 77 0.1 % Increase in valuation allowance 144,814 21.7 % 32,745 30.5 % Income tax provision expense/benefit 285,375 42.7 % 55,334 51.6 % The Company's major tax jurisdiction is the United States. All of the Company's tax years will remain open three years for examination by the Federal authorities from the date of utilization of the net operating loss. The Company does not have any tax audits pending |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Merger Agreement | Note 9 — Merger Agreement On December 12, 2019, the Company entered into the Merger Agreement, pursuant to which, (i) Meten Merger Sub will merge with and into Meten, with Meten being the surviving entity of such merger (the "Meten Merger") and becoming a wholly-owned subsidiary of Holdco ("Surviving Cayman Islands Company") and (ii) EdtechX Merger Sub will merge with and into EdtechX, with EdtechX being the surviving entity of the merger (the "EdtechX Merger" and together with the Meten Merger, the "Mergers") and becoming a wholly-owned subsidiary of Holdco ("Surviving Delaware Corporation"). Upon consummation of the Meten Merger, the shareholders of Meten will receive their pro rata portion of an aggregate of 48,391,607 ordinary shares of Holdco ("Meten Merger Shares"). EdtechX will be required to pay cash to electing Meten shareholders, in an amount equal to 50% of the excess of the remaining cash at closing over $30 million (after taking into account redemptions elected by EdtechX's public stockholders and together with the proceeds arising from Private Placements) up to an aggregate of $10 million. Cash consideration paid will reduce the Meten Merger Shares issuable to the Meten shareholders. The shareholders of Meten who continue to hold ordinary shares of Holdco through certain earnout measurement dates will also have the right to receive their pro rata portion of up to 11,000,000 ordinary shares of Holdco ("Contingent Shares") as follows: (i) 4,000,000 Contingent Shares if the reported closing sale price of Holdco's ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days at any time before December 31, 2022, and (ii) 7,000,000 Contingent Shares if the reported closing sale price of Holdco's ordinary shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days during the fiscal year ending December 31, 2023. Holdco will establish a new incentive equity plan (the "Holdco ESOP Plan"), and each outstanding option of Meten will be automatically converted into an option to purchase ordinary shares of Holdco, with the number of shares issuable upon exercise of the option and the option exercise price to be determined in accordance with a formula set forth in the Merger Agreement. A further number of Holdco ordinary shares equal to one percent (1%) per annum of the total outstanding Holdco ordinary shares upon the closing of the Mergers will be reserved under the new incentive equity plan. Upon consummation of the EdtechX Merger, (i) each share of EdtechX common stock outstanding on the closing date will be exchanged for the right to receive one ordinary share of Holdco, except that holders of shares of EdtechX common stock sold in EdtechX's Initial Public Offering will be entitled to elect instead to receive a pro rata portion of EdtechX's Trust Account, as provided in EdtechX's charter documents, (ii) each outstanding warrant of EdtechX will entitle the holder to purchase one ordinary share of Holdco at a price of $11.50 per share, and (iii) each outstanding Unit Purchase Option will remain outstanding but will be deemed to have been converted to represent the right to purchase ordinary shares and warrants of Holdco. As a result of the Mergers, Holdco will become the new public entity and the shareholders of Meten and the stockholders of EdtechX will become shareholders of Holdco. The Mergers will be consummated following receipt of the required shareholders approvals and the fulfillment of other conditions. Support Agreement Concurrently with the execution of the Merger Agreement, certain shareholders of Meten and certain stockholders of EdtechX have entered into a support agreement with Holdco and EdtechX ("Support Agreement"), pursuant to which each such person has agreed, among other things, to vote all of the Meten ordinary shares or EdtechX common stock, as applicable, beneficially owned by such person in favor of the Mergers, and to not take any action to solicit, knowingly encourage, initiate, engage in or otherwise knowingly facilitate discussions or negotiations with, provide any information to, or enter into any agreement with any person (other than the parties to the Merger Agreement) concerning any merger, sale of a significant portion of assets or similar transaction involving Meten or EdtechX until such time as the Mergers close or the Merger Agreement is terminated in accordance with its terms. Conditions to Closing General Conditions Consummation of the Mergers is conditioned on approval of the Merger Agreement and contemplated transactions by EdtechX's stockholders and by Meten's shareholders. In addition, the consummation of the Mergers is conditioned upon, among other things: ● all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended shall have expired and no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions; ● EdtechX having at least $5,000,001 of net tangible assets remaining immediately prior to, or upon the closing of, the business combination, after taking into account payments to holders of shares of EdtechX's common stock that properly demanded that EdtechX convert their common stock for their pro rata share of the trust account; ● no material adverse effect with respect to EdtechX or Meten shall have occurred between the date of the Merger Agreement and the closing of the transactions; and ● the Registration Statement shall have been declared effective by the Securities and Exchange Commission. Meten's, Holdco's and the Merger Subs' Conditions to Closing The obligations of Meten, Holdco, and the Merger Subs to consummate the Mergers are also conditioned upon, among other things: ● the accuracy of the representations and warranties of EdtechX (subject to certain bring-down standards); ● performance of the covenants of EdtechX required by the Agreement to be performed on or prior to the closing; ● the common stock and warrants of EdtechX continuing to be listed on the Nasdaq Capital Market up to the closing; ● the Azimut Investment having closed and EdtechX having at least $30,000,000 in cash, net of disbursements to EdtechX public shareholders who elect to have their shares of common stock converted to cash, and together with any funds in connection with the Azimut Investment and the Financing, which amount shall be reduced to $20,000,000 in the event that the parties raise less than $10 million in the Financing (the "Minimum Cash Closing Condition"); ● resignations and appointments of certain officers and directors as specified in the Merger Agreement; ● the execution and delivery of the Voting Agreement by EdtechX and certain EdtechX stockholders; ● the execution and delivery of the Amended Stock Escrow Agreement; ● the execution and delivery of the Amended Registration Rights Agreement; ● the execution and delivery of the Support Agreement by EdtechX and certain stockholders of EdtechX; and ● the approval for listing of the Holdco ordinary shares on the Nasdaq Capital Market or the New York Stock Exchange, subject to official notice of approval and satisfaction of public holder requirements;. EdtechX's Conditions to Closing The obligations of EdtechX to consummate the Mergers are also conditioned upon, among other things: ● the accuracy of the representations and warranties of Meten, Holdco, and the Merger Subs (subject to certain bring-down standards); ● performance of the covenants of Meten, Holdco, and the Merger Subs required by the Merger Agreement to be performed on or prior to the closing; ● the execution and delivery of the Voting Agreement by Meten and certain shareholders of Meten; and ● the execution and delivery of the Lock-up Agreements by certain shareholders of Meten. The Merger Agreement may be terminated at any time, but not later than the closing, under certain agreed circumstances. In the event of the termination of the Merger Agreement by EdtechX due to Meten's failure to materially comply with any applicable legal requirements, then Meten will pay EdtechX within two business days after such termination a termination fee equal to $125,000. In the event of the termination of the Merger Agreement by EdtechX due to Meten's breach of the exclusivity covenants contained in the Merger Agreement, then Meten will pay EdtechX within two business days after such termination a termination fee equal to $350,000. In the event of the termination of the Merger Agreement by Meten due to EdtechX's failure to materially comply with any applicable legal requirements, then EdtechX will pay Meten within two business days after such termination a termination fee equal to $125,000. In the event of the termination of the Merger Agreement by Meten due to EdtechX's breach of the exclusivity covenants contained in the Merger Agreement, then EdtechX will pay Meten within two business days after such termination a termination fee equal to $350,000. Management of Holdco after the Mergers After the Mergers, Holdco's board of directors will consist of nine directors, two of whom will be appointed by EdtechX. The executive officers of Meten will retain their positions with the Surviving Cayman Islands Company and will become officers of Holdco after the closing. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as disclosed elsewhere in these unaudited condensed financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At December 31, 2019 and December 31, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the year ended December 31, 2019, the Company withdrew approximately $295,000 of interest earned on marketable securities held in Trust Account for payment of tax liabilities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 " Distinguishing Liabilities from Equity |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 5,706,278 and 5,775,155 shares of common stock subject to possible redemption at December 31, 2019 and 2018 have been excluded from the calculation of basic loss per share of common stock, respectively, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 10,105,000 shares of the Company's common stock in the calculation of diluted loss per share, since they are not yet exercisable. Reconciliation of net loss per share of common stock The Company's net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share of common stock is calculated as follows: For the year ended December 31, For the period from Net income $ 383,031 $ 51,867 Less: Income attributable to common stock subject to possible redemption (969,399 ) (190,632 ) Adjusted net loss $ (586,368 ) $ (138,765 ) Weighted average common stock outstanding, basic and diluted 2,150,361 1,635,292 Basic and diluted net loss per share of common stock $ (0.27 ) $ (0.08 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering, which were charged to stockholders' equity upon the completion of the Initial Public Offering in October 2018. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. The Company's effective tax rate for the year ended December 31, 2019 and for the period from May 15, 2018 (inception) through December 31, 2018 differ from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. As of December 31, 2019 and December 31, 2018, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common stock | For the year ended December 31, For the period from Net income $ 383,031 $ 51,867 Less: Income attributable to common stock subject to possible redemption (969,399 ) (190,632 ) Adjusted net loss $ (586,368 ) $ (138,765 ) Weighted average common stock outstanding, basic and diluted 2,150,361 1,635,292 Basic and diluted net loss per share of common stock $ (0.27 ) $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements Tables (Abstract) | |
Schedule of fair value on recurring | Description Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 65,671,351 $ 64,516,435 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax asset | December 31, 2019 2018 Noncurrent deferred tax assets (liabilities): Startup/Organizational Costs 177,559 32,745 Unrealized Gain/Loss (92,964 ) - Total deferred tax assets (liabilities) 84,595 32,745 Less: Valuation allowance (177,559 ) (32,745 ) Net Deferred tax assets/(liabilities), net of allowance (92,964 ) - |
Schedule of income tax provision | For the year ended For the period from May 15, through Current expense Federal 192,411 55,334 State - - 192,411 55,334 Deferred expense Federal 92,964 - State - - 92,964 - Total Provision 285,375 55,334 |
Schedule of reconciliation of the statutory federal income tax rate | 2019 2018 Amount Percent of Pretax Income Amount Percent of Pretax Income Statutory federal income tax rate 140,365 21.0 % 22,512 21.0 % Meals and entertainment 196 0.0 % 77 0.1 % Increase in valuation allowance 144,814 21.7 % 32,745 30.5 % Income tax provision expense/benefit 285,375 42.7 % 55,334 51.6 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 10, 2018 | Aug. 03, 2018 | Oct. 17, 2018 | May 16, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Description of Organization and Business Operations (Textual) | ||||||
Consummated private placement warrants | 3,780,000 | |||||
Total gross proceeds from initial public offering and private placement | $ 67,030,000 | |||||
Offering costs incurred | 3,310,000 | |||||
Minimum deferred underwriting commissions | $ 1,255,000 | |||||
Maximum maturity of securities held in trust account | 180 days | |||||
Fair market value of assets held in trust account, percentage | 80.00% | |||||
Business combination percentage of voting securities | 50.00% | |||||
Business combination net tangible assets | $ 5,000,001 | |||||
Maximum percentage of common stock sold in initial public offering | 20.00% | |||||
Percentage of redeem public shares in connection with business combination | 100.00% | |||||
Price per share initially held in trust account | $ 10.15 | |||||
Business combination, description | The Company will have until July 10, 2020 to complete an initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||
Cash held outside of the trust account | $ 600 | $ 11,000 | ||||
Cash | 384,000 | |||||
Working capital | 82,000 | |||||
Interest expense | 1,500,000 | |||||
Loan repaid | $ 125,000 | |||||
Loan from our initial stockholders | 125,000 | |||||
Sponsor fees | 85,000 | |||||
Loan from sponsor | 270,000 | |||||
Sale of the founders' shares | 125,000 | 25,000 | ||||
Advances from related party | 85,322 | $ 85,322 | ||||
Founder Shares [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Consummated sale of units | 1,581,250 | |||||
Sale of the founders' shares | $ 25,000 | |||||
Advances from related party | $ 85,000 | 85,000 | ||||
Initial Public Offering [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Consummated sale of units | 5,500,000 | |||||
Sale of stock price per unit | $ 10 | |||||
Cash held outside of the trust account | $ 384,000 | |||||
Private Placement Warrant [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Consummated private placement warrants | 3,780,000 | |||||
Initial Public Offering, Over-allotment and Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Consummated sale of units | 64,200,000 | |||||
Sale of stock price per unit | $ 10.15 | |||||
Over-allotment option [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Consummated sale of units | 825,000 | |||||
Sale of stock price per unit | $ 10 | |||||
Initial Public Offering and Private Placement [Member] | ||||||
Description of Organization and Business Operations (Textual) | ||||||
Cash held outside of trust account | $ 295,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | ||
Accounting Policies [Abstract] | |||
Net income | $ 51,867 | $ 383,031 | |
Less: Income attributable to common stock subject to possible redemption | (190,632) | (969,399) | |
Adjusted net loss | $ (138,765) | $ (586,368) | |
Weighted average common stock outstanding, basic and diluted | [1] | 1,635,292 | 2,150,361 |
Basic and diluted net loss per share of common stock | $ (0.08) | $ (0.27) | |
[1] | This number excludes an aggregate of up to 5,706,278 and 5,775,155 shares subject to possible redemption at December 31, 2019 and 2018, respectively. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||
Shares of common stock that were subject to forfeiture | 10,105,000 | |
Federal depository insurance coverage | $ 250,000 | |
Common stock subject to possible redemption | 5,706,278 | 5,775,155 |
Marketable securities | $ 295,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Oct. 10, 2018 | Oct. 17, 2018 | Dec. 31, 2019 |
Initial Public Offering (Textual) | |||
Units in aggregate | 6,325,000 | ||
Public warrant ,description | Each Unit consists of one share of common stock, and one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units | 5,500,000 | ||
Sale of stock price per unit | $ 10 | ||
Over-allotment option [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units | 825,000 | ||
Sale of stock price per unit | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 10, 2018 | Aug. 03, 2018 | Oct. 31, 2019 | May 16, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 19, 2019 |
Related Party Transactions (Textual) | |||||||
Aggregate price of common stock | $ 125,000 | $ 25,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Description of initial business combination | (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of the initial Business Combination and the date on which the closing price of the Company's common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, and (2) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the Initial Business Combination, or earlier, in either case, if, subsequent to the Initial Business Combination, the Company consummate a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Purchased an aggregate shares of private placement | 3,780,000 | ||||||
Purchased an aggregate value of private placement | $ 3,780,000 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Convertible into warrants price per share | $ 1 | ||||||
Advances from related party | 85,322 | $ 85,322 | |||||
Repayments of notes payable | 125,000 | ||||||
Description of forward purchase agreement | The Azimut Investors have also entered into a contingent forward purchase agreement ("Forward Purchase Agreement") with the Company to purchase, in a private placement to occur concurrently with the consummation of the initial Business Combination, up to 2,000,000 Units at $10.00 per Unit (or up to an aggregate purchase price of $20 million), on substantially the same terms as the sale of units in the Initial Public Offering. | ||||||
Incurred expenses | 30,000 | $ 120,000 | |||||
Accounts payable | $ 0 | $ 60,000 | |||||
Private Placement Warrant [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Purchased an aggregate shares of private placement | 3,780,000 | ||||||
Purchased an aggregate value of private placement | $ 3,780,000 | ||||||
Description of private placement warrants | Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share. | ||||||
Officers and directors [Member] | |||||||
Related Party Transactions (Textual) | |||||||
General and administrative services (per month) | $ 10,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Purchased shares of common stock | 1,581,250 | 1,437,500 | |||||
Aggregate price of common stock | $ 25,000 | ||||||
Aggregate price of common stock, par value | $ 0.0001 | ||||||
Stock dividend of shares for each outstanding share | 0.1 | ||||||
Initial stockholders had agreed to forfeit shares | $ 206,250 | ||||||
Advances from related party | $ 85,000 | $ 85,000 | |||||
Sponsor [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Company issued a convertible note to the sponsor | $ 270,000 | ||||||
Proceeds received from loan | $ 270,000 |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Commitments (Textual) | |
Deferred underwriting commissions, description | Less than $1.225 million. |
Initial Public Offering and Over-allotment [Member] | |
Commitments (Textual) | |
Underwriting discount (per unit) | $ / shares | $ 0.25 |
Underwriting discount (paid) | $ | $ 1,580,000 |
Underwriting Discount [Member] | |
Commitments (Textual) | |
Underwriting discount (per unit) | $ / shares | $ 0.35 |
Underwriting discount (paid) | $ | $ 2,210,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 10, 2018 | Aug. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity (Textual) | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 25,000,000 | 25,000,000 | ||
Common stock, shares outstanding | 2,199,972 | 2,131,095 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Number of subject to possible redemption | 5,706,278 | 5,775,155 | ||
Fair value of option to purchase | $ 100 | |||
Estimated fair value of unit purchase options | $ 1,620,000 | |||
Fair value of unit purchase options per unit | $ 6.47 | |||
Expected volatility | 83.99% | |||
Risk-free interest rate | 3.05% | |||
Expected life | 5 years | |||
Description of public warrants for redemption | The reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations or as described below), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders. | |||
Description of business combination | If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the "Market Value") is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. | |||
Description of unit purchase options | Upon closing of the Initial Public Offering, the Company sold to Chardan Capital Markets, LLC and I-Bankers Securities, Inc., the joint book-running managers of the Initial Public Offering, for $100, options to purchase an aggregate of 250,000 units exercisable at $12.00 per unit (or an aggregate exercise price of $3 million). | |||
Dividends stock, per share | 16.50 | |||
Founder Shares [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, shares outstanding | 7,906,250 | 7,906,250 | ||
Number of subject to possible redemption | 5,706,278 | 5,775,155 | ||
Initial stockholders holding an aggregate of founders shares | 1,581,250 | |||
Stock dividend of shares for each outstanding share | 0.1 | |||
Warrant [Member] | ||||
Stockholders' Equity (Textual) | ||||
Shares price (per) | $ 0.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and marketable securities held in Trust Account | $ 65,671,351 | $ 64,516,435 |
Level 1 [Member] | ||
Cash and marketable securities held in Trust Account | $ 65,671,351 | $ 64,516,435 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Measurements (Textual) | ||
Held in trust account cash | $ 600 | $ 11,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Noncurrent deferred tax assets (liabilities): | ||
Startup/Organizational Costs | $ 177,559 | $ 32,745 |
Unrealized Gain/Loss | (92,964) | |
Total deferred tax assets (liabilities) | 84,595 | 32,745 |
Less: Valuation allowance | (177,559) | (32,745) |
Net Deferred tax assets/(liabilities), net of allowance | $ (92,964) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Current expense | ||
Federal | $ 55,334 | $ 192,411 |
State | ||
Current expense total | 55,334 | 192,411 |
Deferred expense | ||
Federal | 92,964 | |
State | ||
Deferred expense total | 92,964 | |
Total Provision | $ 55,334 | $ 285,375 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate, Percent of Pretax Income | 21.00% | 21.00% |
Meals and entertainment, Percent of Pretax Income | 0.10% | 0.00% |
Increase in valuation allowance, Percent of Pretax Income | 30.50% | 21.70% |
Income tax provision expense/benefit, Percent of Pretax Income | 51.60% | 42.70% |
Statutory federal income tax rate, Amount | $ 22,512 | $ 140,365 |
Meals and entertainment, Amount | 77 | 196 |
Increase in valuation allowance, Amount | 32,745 | 144,814 |
Income tax provision expense/benefit, Amount | $ 55,334 | $ 285,375 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 32,745 | $ 144,814 |
Merger Agreement (Details)
Merger Agreement (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Merger Agreement (Textual) | |
Merger agreement, description | In the event of the termination of the Merger Agreement by EdtechX due to Meten's breach of the exclusivity covenants contained in the Merger Agreement, then Meten will pay EdtechX within two business days after such termination a termination fee equal to $350,000. In the event of the termination of the Merger Agreement by Meten due to EdtechX's failure to materially comply with any applicable legal requirements, then EdtechX will pay Meten within two business days after such termination a termination fee equal to $125,000. In the event of the termination of the Merger Agreement by Meten due to EdtechX's breach of the exclusivity covenants contained in the Merger Agreement, then EdtechX will pay Meten within two business days after such termination a termination fee equal to $350,000. |
Sale of stock, description | Each Unit consists of one share of common stock, and one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). |
Net tangible assets | $ 5,000,001 |
Disbursement to shareholders | $ 30,000,000 |
Minimum cash closing condition. description | EdtechX public shareholders who elect to have their shares of common stock converted to cash, and together with any funds in connection with the Azimut Investment and the Financing, which amount shall be reduced to $20,000,000 in the event that the parties raise less than $10 million in the Financing. |
Termination fees | $ 125,000 |
Holdco ESOP Plan [Member] | |
Merger Agreement (Textual) | |
Sale of stock, description | A further number of Holdco ordinary shares equal to one percent (1%) per annum of the total outstanding Holdco ordinary shares upon the closing of the Mergers will be reserved under the new incentive equity plan. |
Meten Merger [Member] | |
Merger Agreement (Textual) | |
Aggregate of ordinary shares | shares | 48,391,607 |
Merger agreement, description | EdtechX will be required to pay cash to electing Meten shareholders, in an amount equal to 50% of the excess of the remaining cash at closing over $30 million (after taking into account redemptions elected by EdtechX's public stockholders and together with the proceeds arising from Private Placements) up to an aggregate of $10 million. |
Meten [Member] | |
Merger Agreement (Textual) | |
Sale of stock, description | The shareholders of Meten who continue to hold ordinary shares of Holdco through certain earnout measurement dates will also have the right to receive their pro rata portion of up to 11,000,000 ordinary shares of Holdco ("Contingent Shares") as follows: (i) 4,000,000 Contingent Shares if the reported closing sale price of Holdco's ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days at any time before December 31, 2022, and (ii) 7,000,000 Contingent Shares if the reported closing sale price of Holdco's ordinary shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar actions) for any 20 consecutive trading days during the fiscal year ending December 31, 2023. |
EdtechX Merger [Member] | |
Merger Agreement (Textual) | |
Sale of stock, description | (i) each share of EdtechX common stock outstanding on the closing date will be exchanged for the right to receive one ordinary share of Holdco, except that holders of shares of EdtechX common stock sold in EdtechX's Initial Public Offering will be entitled to elect instead to receive a pro rata portion of EdtechX's Trust Account, as provided in EdtechX's charter documents, (ii) each outstanding warrant of EdtechX will entitle the holder to purchase one ordinary share of Holdco at a price of $11.50 per share, and (iii) each outstanding Unit Purchase Option will remain outstanding but will be deemed to have been converted to represent the right to purchase ordinary shares and warrants of Holdco. |