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): October 17, 2018 (October 10, 2018)
EDTECHX HOLDINGS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38687 | 83-0570234 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
c/o IBIS Capital Limited
22 Soho Square
London, W1D 4NS
United Kingdom
(Address of Principal Executive Offices) (Zip Code)
+44 207 070 7080
(Registrant’s Telephone Number, Including Area Code)
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)) |
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 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
As previously reported, on October 10, 2018, EdtechX Holdings Acquisition Corp. (the “Company”) consummated the initial public offering (“IPO”) of 5,500,000 of its units (“Units”). Each Unit consisted of one share of the Company’s common stock, $0.0001 par value per share (“Common Stock”), and one redeemable warrant (“Warrant”), with each Warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 3,450,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $3,450,000.
On October 17, 2018, the Company consummated the closing of an additional 825,000 Units sold pursuant to the underwriters’ over-allotment option. Simultaneously with the consummation of the closing of the over-allotment option, the Company also consummated the sale of an additional 330,000 Private Placement Warrants, generating total proceeds of $330,000.
The 6,325,000 Units sold in the IPO, including the 825,000 Units sold pursuant to the over-allotment option, and the aggregate 3,780,000 Private Placement Warrants generated total gross proceeds of $67,030,000. Of this amount, an aggregate of $64,198,750 (or $10.15 per share sold in the IPO, including from the over-allotment option) was placed in trust.
A copy of the press release issued by the Company announcing the consummation of the sale of the Units pursuant to the over-allotment option is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | ||
| 99.1 | Press Release Announcing Consummation of Over-Allotment Option. |
1
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: October 18, 2018
| EDTECHX HOLDINGS ACQUISITION CORP. | ||
| By: | /s/ Benjamin Vedrenne-Cloquet | |
| Name: | Benjamin Vedrenne-Cloquet | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE:
EDTECHX HOLDINGS ACQUISITION CORP. ANNOUNCES
CLOSING OF FULL
OVER-ALLOTMENT OPTION WITH RESPECT TO INITIAL PUBLIC OFFERING
London, United Kingdom (October 17, 2018) – EdtechX Holdings Acquisition Corp. (NASDAQ: EDTXU) (the “Company”) announced today that it has completed the sale of an additional 825,000 units pursuant to the over-allotment option granted to the underwriters in its initial public offering. Each unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one redeemable warrant (“Warrant”) entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. The units, common stock and warrants have been listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbols “EDTXU,” “EDTX” and “EDTXW,” respectively.
The units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $8,250,000. Including the net proceeds from the exercise of the over-allotment option, together with the proceeds of the private placements conducted simultaneously with the initial closing of the initial public offering and the closing of the over-allotment option, a total of $64,198,750 (or $10.15 per unit sold in the initial public offering including the over-allotment option) has been placed in trust for the benefit of public stockholders.
EdtechX Holdings Acquisition Corp. is a blank check company organized for the purpose of effecting a business combination with one or more target businesses. EdtechX Holdings Acquisition Corp.’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus its search for target businesses in the education, training and education technology industries.
Chardan and I-Bankers Securities, Inc. acted as joint book-running managers of the offering. The offering was made only by means of a prospectus. A copy of the prospectus may be obtained from: Chardan Capital Markets, LLC, 17 State Street, Suite 1600, New York, New York 10004. Contact: Vim de Alwis: VDeAlwis@chardancm.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements inherently involve risks and uncertainties that are detailed in the companies’ registration statements and other filings with the Securities and Exchange Commission and, therefore, actual results could differ materially from those projected in the forward-looking statements. The companies assume no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
MEDIA AND INVESTOR RELATIONS CONTACT:
Citigate Dewe Rogerson (general):
| - | Christen Thomson: Christen.Thomson@citigatedewerogerson.com (+44 7808 641870) |
| - | Caroline Merrell : Caroline.Merrell@citigatedewerogerson.com (+44 7852210329) |
Company: www.edtechxcorp.com
| - | General contact: hello@edtechxcorp.com |
| - | INBOUND Capital (IR Advisor) |