UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended December 31, 2020
OR
☐
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For
the transition period
from to
EdtechX
Holdings Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-39792 |
|
85-2190936 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
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)
Securities
registered pursuant to Section 12(b) of the
Act:
|
Title
of each class |
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
Units,
each consisting of one share of Class A common stock and one-half
of one redeemable warrant |
|
EDTXU |
|
The
Nasdaq Stock Market LLC |
|
Class
A common stock, par value $0.0001 per share |
|
EDTX |
|
The
Nasdaq Stock Market LLC |
|
Redeemable
warrants, exercisable for shares of common stock at an exercise
price of $11.50 |
|
EDTXW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☒
No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
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.
☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes
☒ No ☐
As of
February 16, 2021, 11,500,000 Class A common stock, par value
$0.0001, and 2,875,000 Class B common stock, par value
$0.0001, were issued and outstanding.
EDTECHX
HOLDINGS ACQUISITION CORP. II
Quarterly
Report on Form 10-Q
Table
of Contents
PART I – FINANCIAL
INFORMATION
Item 1. Financial
Statements.
EDTECHX HOLDINGS
ACQUISITION CORP. II
UNAUDITED
CONDENSED BALANCE SHEET
DECEMBER
31, 2020
|
Assets: |
|
|
|
|
Current
assets: |
|
|
|
|
|
Cash |
|
$ |
1,112,000 |
|
|
Prepaid
expenses |
|
|
161,093 |
|
|
Total
current assets |
|
|
1,273,093 |
|
|
Investments
held in Trust Account |
|
|
116,728,736 |
|
|
Total
Assets |
|
$ |
118,001,829 |
|
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity: |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Accounts
payable |
|
$ |
78,986 |
|
|
Accrued
expenses |
|
|
86,300 |
|
|
Franchise
tax payable |
|
|
119,452 |
|
|
Note
payable - related party |
|
|
108,226 |
|
|
Total
current liabilities |
|
|
392,964 |
|
|
Deferred
underwriting commissions |
|
|
4,025,000 |
|
|
Total
Liabilities |
|
|
4,417,964 |
|
|
|
|
|
|
|
|
Commitments
and Contingencies |
|
|
|
|
|
Class
A common stock, $0.0001 par value; 10,697,917 shares subject to
possible redemption at $10.15 per share |
|
|
108,583,858 |
|
|
|
|
|
|
|
|
Stockholders’
Equity: |
|
|
|
|
|
Preferred
stock, $0.0001 par value; 1,000,000 shares authorized; none issued
and outstanding |
|
|
- |
|
|
Class
A common stock, $0.0001 par value; 50,000,000 shares authorized;
802,083 shares issued and outstanding (excluding 10,697,917 shares
subject to possible redemption) |
|
|
80 |
|
|
Class
B common stock, $0.0001 par value; 10,000,000 shares authorized;
2,875,000 shares issued and outstanding |
|
|
288 |
|
|
Additional
paid-in capital |
|
|
5,179,326 |
|
|
Accumulated
deficit |
|
|
(179,687 |
) |
|
Total
stockholders’ equity |
|
|
5,000,007 |
|
|
Total
Liabilities and Stockholders’ Equity |
|
$ |
118,001,829 |
|
The
accompanying notes are an integral part of these unaudited
condensed financial statements.
EDTECHX HOLDINGS
ACQUISITION CORP. II
UNAUDITED
CONDENSED STATEMENT OF OPERATIONS
| |
|
For the Three Months Ended December 31,
2020
|
|
|
For The Six months ended
December 31,
2020 |
|
|
General and administrative expenses |
|
$ |
35,969 |
|
|
$ |
51,704 |
|
|
General and administrative expenses - related party |
|
|
5,000 |
|
|
|
5,000 |
|
|
Franchise tax expenses |
|
|
119,452 |
|
|
|
119,452 |
|
| Total
operating expenses |
|
|
(160,421 |
) |
|
|
(176,156 |
) |
|
Gain on investments Held in Trust Account |
|
|
3,736 |
|
|
|
3,736 |
|
|
Net Loss |
|
$ |
(156,685 |
) |
|
$ |
(172,420 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted average Class B common stock outstanding, basic and
diluted |
|
|
2,926,250 |
|
|
|
2,713,182 |
|
| |
|
|
|
|
|
|
|
|
|
Net loss per Class B common stock, basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.06 |
) |
The
accompanying notes are an integral part of these unaudited
condensed financial statements.
EDTECHX HOLDINGS
ACQUISITION CORP. II
UNAUDITED
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR
THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2020
| |
|
Common Stock |
|
|
Additional |
|
|
|
|
|
Total |
|
| |
|
Class A |
|
|
Class
B(1) |
|
|
Paid-In |
|
|
Accumulated |
|
|
Stockholders’ |
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|
Balance - July 1, 2020 |
|
|
- |
|
|
$ |
- |
|
|
|
2,875,000 |
|
|
$ |
288 |
|
|
$ |
24,712 |
|
|
$ |
(7,267 |
) |
|
$ |
17,733 |
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(15,735 |
) |
|
|
(15,735 |
) |
| Balance
- September 30, 2020 (unaudited) |
|
|
- |
|
|
$ |
- |
|
|
|
2,875,000 |
|
|
$ |
288 |
|
|
$ |
24,712 |
|
|
$ |
(23,002 |
) |
|
$ |
1,998 |
|
|
Sale of units in initial public offering, gross |
|
|
11,500,000 |
|
|
|
1,150 |
|
|
|
- |
|
|
|
- |
|
|
|
114,998,850 |
|
|
|
- |
|
|
|
115,000,000 |
|
|
Offering costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,786,448 |
) |
|
|
- |
|
|
|
(6,786,448 |
) |
|
Sale of private placement warrants to the Sponsors and an affiliate
of the underwriters in private placement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,525,000 |
|
|
|
- |
|
|
|
5,525,000 |
|
|
Common stock subject to possible redemption |
|
|
(10,697,917 |
) |
|
|
(1,070 |
) |
|
|
- |
|
|
|
- |
|
|
|
(108,582,788 |
) |
|
|
- |
|
|
|
(108,583,858 |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(156,685 |
) |
|
|
(156,685 |
) |
|
Balance - December 31, 2020 (unaudited) |
|
|
802,083 |
|
|
$ |
80 |
|
|
|
2,875,000 |
|
|
$ |
288 |
|
|
$ |
5,179,326 |
|
|
$ |
(179,687 |
) |
|
$ |
5,000,007 |
|
|
(1) |
In
December 2020, the Sponsor contributed an aggregate of 1,437,500
shares of Class B common stock to the Company for no consideration,
resulting in a decrease in the total number of shares of Class B
common stock outstanding from 4,312,500 to 2,875,000. All shares
and associated amounts have been retroactively restated to reflect
the share contribution (see Note 4). |
The
accompanying notes are an integral part of these unaudited
condensed financial statements.
EDTECHX HOLDINGS
ACQUISITION CORP. II
UNAUDITED
CONDENSED STATEMENT OF CASH FLOWS
FOR
THE SIX MONTHS ENDED DECEMBER 31, 2020
| Cash Flows from Operating
Activities: |
|
|
|
|
Net loss |
|
$ |
(172,420 |
) |
|
Adjustments to reconcile net income to net cash used in operating
activities: |
|
|
|
|
| General
and administrative expenses paid by Sponsor through note
payable |
|
|
24,589 |
|
| Net
gain on investments held in Trust Account |
|
|
(3,736 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
| Prepaid
expenses |
|
|
(161,093 |
) |
|
Accounts payable |
|
|
41,708 |
|
|
Franchise tax payable |
|
|
119,452 |
|
|
Accrued Expenses |
|
|
(1,000 |
) |
|
Net cash used in operating activities |
|
|
(152,500 |
) |
| |
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
Cash deposited in Trust Account |
|
|
(116,725,000 |
) |
|
Net cash used in investing activities |
|
|
(116,725,000 |
) |
| |
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
Proceeds received from initial public offering, gross |
|
|
115,000,000 |
|
|
Proceeds received from private placement |
|
|
5,525,000 |
|
|
Offering costs paid |
|
|
(2,535,500 |
) |
|
Net cash provided by financing activities |
|
|
117,989,500 |
|
| |
|
|
|
|
|
Net increase in cash |
|
|
1,112,000 |
|
|
Cash - beginning of the period |
|
|
- |
|
|
Cash - end of the period |
|
$ |
1,112,000 |
|
| |
|
|
|
|
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
Offering costs included in accounts payable |
|
$ |
37,278 |
|
|
Offering costs included in accrued expenses |
|
$ |
86,300 |
|
|
Offering costs included in note payable |
|
$ |
77,370 |
|
|
Deferred underwriting commissions in connection with the initial
public offering |
|
$ |
4,025,000 |
|
| Initial
value of common stock subject to possible redemption |
|
$ |
93,922,703 |
|
| Change
in value of common stock subject to possible redemption |
|
$ |
14,661,152 |
|
The
accompanying notes are an integral part of these unaudited
condensed financial statements.
EDTECHX HOLDINGS
ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business
Operations
EdtechX
Holdings Acquisition Corp. II (the “Company”) is a blank check
company incorporated in Delaware on May 27, 2020. 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”). The Company is an emerging growth company
and, as such, the Company is subject to all of the risks associated
with emerging growth companies.
As of
December 31, 2020, the Company had not commenced any operations.
All activity for the three and six months ended December 31, 2020
relate to the Company’s formation and the initial public offering
(the “Initial Public Offering”) described below. 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 (as defined below). The Company has
selected June 30 as its fiscal year end.
The
Company’s Sponsors are IBIS Capital Sponsor II LLC and IBIS Sponsor
II EdtechX LLC, limited liability companies affiliated with certain
of the Company’s officers and directors (the “Sponsors”). The
registration statement for the Company’s Initial Public Offering
became effective on December 10, 2020. On December 15, 2020, the
Company consummated its Initial Public Offering of 10,000,000
units (the “Units”) at $10.00 per Unit, generating gross proceeds
of $100.0 million, and incurring offering costs of
approximately $6.0 million, inclusive of $3.5 million in
deferred underwriting commissions (Note 5). The underwriters
exercised the over-allotment option in full and on December 17,
2020 purchased an additional 1,500,000 Units (the “Over-Allotment
Units”), generating gross proceeds of $15.0 million, and the
Company incurred additional offering costs of $825,000 in
underwriting fees, inclusive of $525,000 in deferred underwriting
fees (the “Over-Allotment”).
Simultaneously
with the closing of the Initial Public Offering, the Company
consummated the private placement (“Private Placement”) of
5,000,000 warrants (each, a “Private Placement Warrant” and
collectively, the “Private Placement Warrants”) at a price of $1.00
per Private Placement Warrant to the Sponsors and MIHI LLC, an
affiliate of Macquarie Capital (USA) Inc., one of the underwriters
of the Initial Public Offering, generating proceeds of $5.0 million
(Note 4). Simultaneously with the consummation of the sale of the
Over-Allotment Units, the Sponsors, MIHI LLC and Jefferies LLC, the
representative of the underwriters in the Initial Public Offering,
purchased an additional 525,000 Private Warrants for an aggregate
purchase price of an additional $525,000.
Upon
the closing of the Initial Public Offering and the Private
Placement, $101.5 million ($10.15 per Unit) of the net proceeds of
the sale of the Units in the Initial Public Offering and of the
Private Placement Warrants in the Private Placement were placed in
a trust account (“Trust Account”) located in the United States
with Continental Stock Transfer & Trust Company acting as
trustee, and will be invested only in U.S. “government securities,”
within the meaning of Section 2(a)(16) of the Investment
Company Act, having a maturity of 185 days or less or in money
market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act
1940, as amended (the “Investment Company Act”), which invest only
in direct U.S. government treasury obligations, as determined by
the Company, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust
Account as described below. Upon the closing of the Over-Allotment
and additional sale of Private Placement Warrants on
December 17, 2020, an aggregate of approximately
$15.2 million of additional net proceeds were placed in the
Trust Account, for a total of approximately $116.7 million
held in Trust Account.
The
Company’s management has broad discretion with respect to the
specific application of the net proceeds of the Initial Public
Offering and the sale of Private Placement Warrants, although
substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no
assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more
initial Business Combinations having an aggregate fair market value
of at least 80% of the value of the funds held in the Trust Account
(excluding the amount of any deferred underwriting commissions, as
described in Note 5, and taxes payable on the interest earned
on the Trust Account) at the time of the agreement to enter into
the initial Business Combination. However, the Company only intends
to complete a Business Combination if the
post-transaction company owns or acquires 50% or more of the
voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to
register as an investment company under the Investment Company
Act.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Company will provide the holders (the “Public Stockholders”) of the
Company’s outstanding shares of Class A common stock, par
value $0.0001 per share, sold in the Initial Public Offering (the
“Public Shares”) 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. The Public
Stockholders will be entitled to redeem their Public Shares for a
pro rata portion of the amount then held in the Trust Account
(initially anticipated to be $10.15 per Public Share). The
per-share amount to be distributed to Public Stockholders who
redeem their Public Shares will not be reduced by the deferred
underwriting commissions the Company will pay to the underwriters
(as discussed in Note 5). These Public Shares have been recorded at
a redemption value and classified as temporary equity upon the
completion of the Initial Public Offering in accordance with the
Financial Accounting Standards Board’s (“FASB”) Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” The Company will proceed with a Business
Combination if a majority of the shares voted are voted in favor of
the Business Combination. The Company will not redeem the Public
Shares in connection with a Business Combination in an amount that
would cause its net tangible assets to be less than $5,000,001. If
a stockholder vote is not required by law and the Company does not
decide to hold a stockholder vote for business or other legal
reasons, the Company will, pursuant to its Amended and Restated
Certificate of Incorporation (the “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 transaction
is required by law, or the Company decides to obtain stockholder
approval for business or legal 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 transaction or do not vote at all or are not a holder of
record of Public Shares on the record date established in
connection with a Business Combination. If the Company seeks
stockholder approval in connection with a Business Combination, the
initial stockholders (as defined below) agreed to vote their
Founder Shares (as defined below in Note 4) and any Public Shares
purchased during or after the Initial Public Offering in favor of a
Business Combination. In addition, the initial stockholders 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
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 15%
or more of the Public Shares, without the prior consent of the
Company.
The
holders of the Founder Shares (the “initial stockholders”) agreed
not to propose an amendment to the Certificate of Incorporation to
modify the substance or timing of the Company’s obligation to
redeem 100% of the Public Shares if the Company does not complete a
Business Combination within the Combination Period (as defined
below) or with respect to any other material provisions relating to
stockholders’ rights or pre-initial Business Combination
activity, unless the Company provides the Public Stockholders with
the opportunity to redeem their Public Shares in conjunction with
any such amendment.
If
the Company is unable to complete a Business Combination within
18 months from the closing of the Initial Public Offering, or
June 15, 2022, (the “Combination Period”) and the Company’s
stockholders have not amended the Certificate of Incorporation to
extend such 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 and not previously released to the Company to pay
its taxes and working capital needs (less up to $100,000 of
interest to pay dissolution expenses), 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),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders
and the board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii) to the Company’s
obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
initial stockholders agreed to waive their rights to liquidating
distributions from the Trust Account with respect to the Founder
Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the initial stockholders
acquire Public Shares in or 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. The
underwriters agreed to waive their rights to the deferred
underwriting commission (see Note 5) held in the Trust Account in
the event the Company does not complete a Business Combination
within in the Combination Period 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.
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 only $10.15.
In order to protect the amounts held in the Trust Account, the
Sponsors have agreed to be liable to the Company if and to the
extent any claims by a third party (except for the Company’s
independent registered public accounting firm) for services
rendered or products sold to the Company, or a prospective target
business with which the Company has entered into a letter of
intent, confidentiality or other similar agreement or business
combination agreement (a “Target”), reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.15 per Public
Share and (ii) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust
Account, if less than $10.15 per Public Share due to reductions in
the value of the trust assets, less taxes payable, provided that
such liability will not apply to any claims by a third party or
Target that executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is
enforceable) not will it apply to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”). 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.
Liquidity and Capital Resources
As of
December 31, 2020, the Company had approximately $1.1 million
in cash, and working capital, net of franchise tax payable of
approximately $1.0 million.
The
Company’s liquidity needs prior to the consummation of the Initial
Public Offering were satisfied through the payment of $25,000 from
the Sponsor to cover for certain offering costs on behalf of the
Company in exchange for issuance of Founders Shares (as defined in
Note 4), and loan proceeds from the Sponsors of approximately
$108,000 under the Note, which remains outstanding to date (Note
4). Subsequent from the consummation of the Initial Public
Offering, the Company’s liquidity has been satisfied through the
net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside of the Trust
Account.
Based
on the foregoing, management believes that the Company will have
sufficient working capital and borrowing capacity to meet its needs
through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time, the Company will be
using the funds held outside of the Trust Account for paying
existing accounts payable, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business
Combination.
On
January 30, 2020, the World Health Organization (“WHO”)
announced a global health emergency because of a new strain of
coronavirus (the “COVID-19 outbreak”). In March 2020, the
WHO classified the COVID-19 outbreak as a pandemic, based
on the rapid increase in exposure globally. The full impact of
the COVID-19 outbreak continues to evolve. Management is
continuing to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is
reasonably possible that the virus could have an effect on the
Company’s financial position, results of its operations and/or
search for a target company, the specific impact is not readily
determinable as of the date of these unaudited condensed financial
statements. The unaudited condensed financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies
Basis of Presentation
The
accompanying unaudited condensed financial statements of the
Company have been prepared in accordance with United States
generally accepted accounting principles (“GAAP”) for interim
financial information and Article 8 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by
GAAP. In the opinion of management, all adjustments (consisting of
normal accruals) considered for a fair presentation have been
included. Operating results for the six months ended December 31,
2020 are not necessarily indicative of the results that may be
expected for the fiscal period ending June 30, 2021 or any future
period.
The
accompanying unaudited condensed financial statements should be
read in conjunction with the audited financial statements and notes
thereto included in the Form 8-K and the final prospectus filed by
the Company with the SEC on December 15, 2020 and December 11,
2020, respectively.
Emerging Growth Company
The
Company is an “emerging growth company,” as defined in
Section 2(a) of 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 independent registered public
accounting firm attestation requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, 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 stockholder
approval of any golden parachute payments not previously
approved.
Further,
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 unaudited condensed financial statements 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 Cash Equivalents
The
Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash
equivalents. The Company does not have any cash equivalents as of
December 31, 2020.
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 limit of $250,000. At December 31,
2020, the Company has not experienced losses on these accounts and
management believes the Company is not exposed to significant risks
on such accounts. The Company’s investments held in the Trust
Account as of December 31, 2020 is comprised of investments in U.S.
Treasury securities with an original maturity of 185 days or less
or investments in a money market funds that comprise only U.S.
treasury securities money market funds.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Investments Held in the Trust Account
The
Company’s portfolio of investments held in the Trust Account is
comprised of U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a
maturity of 185 days or less, or investments in money market funds
that invest in U.S. government securities, or a combination
thereof. The Company’s investments held in the Trust Account are
classified as trading securities. Trading securities are presented
on the unaudited condensed balance sheet at fair value at the end
of each reporting period. Gains and losses resulting from the
change in fair value of these securities is included in net gain
from investments held in Trust Account in the accompanying
unaudited condensed statement of operations. The estimated fair
values of investments held in the Trust Account are determined
using available market information.
Fair Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an
asset or paid for transfer of a liability, in an orderly
transaction between market participants at the measurement date.
GAAP establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3
measurements). These tiers include:
|
|
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted)
for identical instruments in active markets; |
| |
|
|
|
|
● |
Level
2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not
active; and |
| |
|
|
|
|
● |
Level
3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value
drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level
input that is significant to the fair value measurement.
As of
December 31, 2020, the carrying values of cash, prepaid expenses,
accounts payable, accrued expenses, franchise tax payable and notes
payable related party approximate their fair values due to the
short-term nature of the instruments. The Company’s investments
held in Trust Account are comprised of investments in U.S. Treasury
securities with an original maturity of 185 days or less or
investments in a money market funds that comprise only U.S.
treasury securities and are recognized at fair value. The fair
value of investments held in Trust Account is determined using
quoted prices in active markets.
Use of Estimates
The
preparation of unaudited condensed financial statements in
conformity with 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 unaudited condensed financial
statements and the reported amounts of revenues and expenses during
the reporting period. Making estimates requires management to
exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of
circumstances that existed at the date of the unaudited condensed
financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more
future confirming events. Accordingly, the actual results could
differ significantly from those estimates.
Offering Costs Associated with the Initial Public
Offering
Deferred
offering costs consisted of legal, accounting, underwriting fees
and other costs incurred that were directly related to the Initial
Public Offering and that were charged to stockholders’ equity upon
the completion of the Initial Public Offering on December 15,
2020.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Net Loss Per Share of Common Stock
The Company complies with accounting and disclosure requirements of
ASC Topic 260, “Earnings Per Share.” Net loss per share is computed
by dividing net loss by the weighted average number of common
shares outstanding during the period. An aggregate of
10,697,917 shares of common stock subject to possible redemption as
of December 31, 2020 have been excluded from the calculation of
basic loss per common share, 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 and Private Placement to purchase an
aggregate of 11,275,000 Class A shares of common stock in the
calculation of diluted loss per common share, since the exercise of
the warrants are contingent upon occurrence of future events. As a
result, diluted loss per share is the same as basic loss per share
for the periods presented.
Reconciliation of net loss per share of common
stock
| |
|
For the Three Months Ended December 31,
2020 |
|
|
For The Six months ended
December 31,
2020 |
|
|
Net (loss) income |
|
|
(156,685 |
) |
|
$ |
(172,420 |
) |
|
Less: Income attributable to common stock subject to possible
redemption |
|
|
- |
|
|
|
- |
|
|
Adjusted net loss |
|
$ |
(156,685 |
) |
|
$ |
(172,420 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted average common stock outstanding, basic and diluted |
|
|
2,926,250 |
|
|
|
2,713,125 |
|
| |
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share of common stock |
|
$ |
(0.05 |
) |
|
$ |
(0.06 |
) |
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common stock subject to
possible redemption in accordance with the guidance in ASC Topic
480 “Distinguishing Liabilities from Equity.” Class A common
stock subject to mandatory redemption (if any) is classified as
liability instruments and are measured at fair value. Conditionally
redeemable Class A common stock (including Class A
common stock that features redemption rights that are either within
the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times,
Class A common stock is classified as stockholders’ equity.
The Company’s Class A common stock feature certain redemption
rights that are considered to be outside of the Company’s control
and subject to the occurrence of uncertain future events.
Accordingly, at December 31, 2020, 10,697,917 shares of
Class A common stock subject to possible redemption is
presented at redemption value as temporary equity, outside of the
stockholders’ equity section of the Company’s unaudited condensed
balance sheet.
Income Taxes
The
Company follows the asset and liability method of accounting for
income taxes under FASB ASC 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the unaudited
condensed financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
Deferred tax assets were deemed immaterial as of December 31,
2020.
FASB
ASC 740 prescribes a recognition threshold and a measurement
attribute for the unaudited condensed financial statements
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. There were no unrecognized tax
benefits as of December 31, 2020. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as
income tax expense. No amounts were accrued for the payment of
interest and penalties as of December 31, 2020. The Company is
currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its
position. The Company is subject to income tax examinations by
major taxing authorities since inception.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective,
accounting standards updates, if currently adopted, would have a
material effect on the accompanying unaudited condensed financial
statements.
Note
3 — Initial Public Offering
On
December 15, 2020, the Company consummated its Initial Public
Offering of 10,000,000 Units at $10.00 per Unit, generating gross
proceeds of $100.0 million, and incurring offering costs
of approximately $6.0 million, inclusive of $3.5 million in
deferred underwriting commissions. The underwriters exercised the
over-allotment option in full and on December 17, 2020 purchased an
additional 1,500,000 Over-Allotment Units, generating gross
proceeds of $15.0 million, and the Company incurred additional
offering costs of $825,000 in underwriting fees, inclusive of
$525,000 in deferred underwriting fees.
Each
Unit consists of one share of Class A common stock, and
one-half of one redeemable warrant (each, a “Public Warrant”).
Each whole Public Warrant entitles the holder to purchase one share
of Class A common stock at a price of $11.50 per share,
subject to adjustment (see Note 6).
Note
4 — Related Party Transactions
Founder Shares
On
June 30, 2020, the Sponsors purchased 4,312,500 shares of the
Company’s Class B common stock, par value $0.0001 per share, (the
“Founder Shares”) for an aggregate price of $25,000. In December
2020, the Sponsor contributed an aggregate of 1,437,500 shares of
Class B common stock to the Company for no consideration, resulting
in a decrease in the total number of shares of Class B common stock
outstanding from 4,312,500 to 2,875,000. All shares and associated
amounts have been retroactively restated to reflect the share
contribution. In connection with the Initial Public Offering, the
Sponsors contributed to the Company’s capital an aggregate of
40,000 Founder Shares and the Company issued a like number of
shares to one of the underwriters in the Initial Public Offering —
see “Private Placement” below. The initial stockholders agreed to
forfeit up to 375,000 Founder Shares to the extent that the
over-allotment option was not exercised in full by the
underwriters, so that the Founder Shares would represent 20.0% of
the Company’s issued and outstanding shares after the Initial
Public Offering. On December 17, 2020, the underwriters fully
exercised the over-allotment option to purchase an additional
1,500,000 Units; thus, these 375,000 shares of Class B common stock
were no longer subject to forfeiture.
The
initial stockholders agreed, subject to limited exceptions, not to
transfer, assign or sell any of the Founder Shares until the
earlier to occur of: (A) one year after the completion of the
initial Business Combination or (B) subsequent to the initial
Business Combination, (x) if the reported closing price of the
Class A common stock equals or exceeds $12.00 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 at least 150 days after
the initial Business Combination, or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange or
other similar transaction that results in all of the stockholders
having the right to exchange their shares of common stock for cash,
securities or other property. Any permitted transferees will be
subject to the same restrictions and other agreements of our
initial stockholders with respect to any Founder Shares.
Private Placement Warrants and Founder Shares
On
December 15, 2020, the Sponsors, the underwriters and MIHI
purchased an aggregate of 5,000,000 Private Placement Warrants, and
40,000 Founder Shares for an aggregate purchase price of
approximately $5.0 million in the Private Placement that
occurred simultaneously with the closing of the Initial Public
Offering. Simultaneously with the consummation of the sale of the
Over-Allotment Units on December 17, 2020, the Sponsors, MIHI LLC,
and Jefferies LLC, the representative of the underwriters in the
Initial Public Offering, purchased an additional 525,000 Private
Warrants for an aggregate purchase price of an additional
$525,000.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Each
Private Placement Warrant is exercisable for one whole share of
Class A common stock at a price of $11.50 per share. The Founder
Shares are described above. A portion of the proceeds from the sale
of the Private Placement Warrants were added to the net 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 for cash and exercisable on a cashless basis so
long as they are held by the initial purchasers or their permitted
transferees.
The
purchasers of the Private Placement Warrants agreed, subject to
limited exceptions, not to transfer, assign or sell any of their
Private Placement Warrants (except to permitted transferees) until
30 days after the completion of the initial Business
Combination.
Related Party Loans
On
June 30, 2020, the Sponsors agreed to loan the Company an
aggregate of up to $150,000 to cover expenses related to the
Initial Public Offering pursuant to a promissory note (the “Note”).
This loan is non-interest bearing and payable on the earlier
of December 31, 2020 or the completion of the Initial Public
Offering. As of December 31, 2020, the Company had borrowed
approximately $108,000 under the Note. The Note still remains
outstanding to date.
In
addition, in order to finance transaction costs in connection with
a Business Combination, the Sponsors or an affiliate of the
Sponsors, or the Company’s officers and directors or their
affiliates 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. The Working Capital Loans
would either be repaid upon consummation of a Business Combination
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.
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. As of December 31, 2020, the Company
had no borrowings under the Working Capital Loans.
Administrative Services Agreement
The
Company entered into an agreement that provided that, commencing on
the effective date of the offering prospectus and continuing until
the earlier of the Company’s consummation of a Business Combination
and the Company’s liquidation, to the Company agreed to pay the
Sponsors a total of $10,000 per month for providing the Company
with office space and certain office and secretarial services. For
the three and six months ended December 31, 2020, $5,000 of these
expenses were incurred. As of December 31, 2020, $25,000 of these
fees were prepaid by the Company and are included in prepaid
expenses on the unaudited condensed balance sheet.
The
Sponsors, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on the Company’s behalf such
as identifying potential target businesses and performing due
diligence on suitable Business Combinations. The Company’s audit
committee will review on a quarterly basis all payments that were
made to the Sponsors, officers, directors or the Company’s or their
affiliates and will determine which expenses and the amount of
expenses that will be reimbursed. There is no cap or ceiling on the
reimbursement of out-of-pocket expenses incurred by such
persons in connection with activities on the Company’s
behalf.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
5 — Commitments & Contingencies
Registration Rights
The
holders of Founder Shares, Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans, if
any, (and the securities underlying such securities) are entitled
to registration rights pursuant to a registration rights agreement
signed upon the consummation of the Initial Public Offering. The
Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Underwriting Agreement
The
underwriters were entitled to an underwriting discount of $0.20 per
unit, or $2.0 million in the aggregate, which was paid upon
the closing of the Initial Public Offering. An additional fee of
$0.35 per unit, or $3.5 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the
Company completes a Business Combination, subject to the terms of
the underwriting agreement.
Upon
closing of the Over-allotment on December 17, 2020, the
underwriters received approximately $300,000 in fees paid upfront
and eligible for an additional deferred underwriting commissions of
$525,000.
Note
6 — Stockholders’ Equity
Class A Common Stock — The Company is
authorized to issue 50,000,000 shares of Class A common
stock with a par value of $0.0001 per share. As of December 31,
2020, there were 11,500,000 shares of Class A common stock
issued or outstanding, including 10,697,917 shares of Class A
common stock subject to possible redemption.
Class B Common Stock — The Company is authorized
to issue 10,000,000 shares of Class B common stock with a
par value of $0.0001 per share. On June 30, 2020, the Company
issued 4,312,500 shares of Class B common stock. In
December 2020, the Sponsor contributed an aggregate of
1,437,500 shares of Class B common stock to the Company for no
consideration, resulting in a decrease in the total number of
shares of Class B common stock outstanding from 4,312,500 to
2,875,000. All shares and associated amounts have been
retroactively restated to reflect the share contribution. Of the
2,875,000 shares of Class B common stock outstanding, up to
375,000 shares were subject to forfeiture to the Company by
the initial stockholders for no consideration to the extent that
the underwriter’s over-allotment option was not exercised in
full or in part, so that the initial stockholders would
collectively own 20% of the Company’s issued and outstanding common
stock after the Initial Public Offering. On December 17, 2020, the
underwriters fully exercised the over-allotment option to purchase
an additional 1,500,000 Units; thus, these 375,000 shares of Class
B common stock were no longer subject to forfeiture.
Common
stockholders of record are entitled to one vote for each share held
on all matters to be voted on by stockholders. Holders of record of
the Class A common stock and holders of record of the
Class B common stock will vote together as a single class on
all matters submitted to a vote of the stockholders, with each
share of common stock entitling the holder to one vote except as
required by law.
The
Class B common stock will automatically convert into
Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment
pursuant to certain anti-dilution rights, as described herein.
In the case that additional shares of Class A common stock or
equity-linked securities are issued or deemed issued in
connection with the initial Business Combination, the number of
shares of Class A common stock issuable upon conversion of all
Founder Shares will equal, in the aggregate, on an
as-converted basis, 20% of the sum of the total number of all
shares of common stock outstanding upon the completion of the
Initial Public Offering, plus the total number of shares of
Class A common stock issued, or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or
rights issued or deemed issued, by the Company in connection with
or in relation to the consummation of the initial Business
Combination, excluding any shares of Class A common stock or
equity-linked securities exercisable for or convertible into
shares of Class A common stock issued, or to be issued, to any
seller in the initial Business Combination and any private
placement-equivalent warrants issued upon conversion of
Working Capital Loans; provided that such conversion of Founder
Shares will never occur on a less than one for one
basis.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Preferred Stock — The Company is authorized to issue
1,000,000 shares of preferred stock, par value $0.0001 per
share, with such designations, voting and other rights and
preferences as may be determined from time to time by the Company’s
board of directors. As of December 31, 2020, there were no shares
of preferred stock issued or outstanding.
Warrants — Public Warrants may only be exercised for a
whole number of shares. No fractional Public Warrants will be
issued upon separation of the Units and only whole Public Warrants
will trade. The Public Warrants will become exercisable on the
later of (a) 30 days after the completion of a Business
Combination or (b) 12 months from the closing of the Initial
Public Offering; provided in each case that the Company has an
effective registration statement under the Securities Act covering
the shares of Class A common stock issuable upon exercise of
the Public Warrants and a current prospectus relating to them is
available (or the Company permits holders to exercise their Public
Warrants on a cashless basis and such cashless exercise is exempt
from registration under the Securities Act). The Company has agreed
that as soon as practicable, but in no event later than 15 business
days after the closing of the initial Business Combination, the
Company will use its best efforts to file with the SEC and have an
effective registration statement covering the shares of
Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of
Class A common stock until the warrants expire or are
redeemed. If a registration statement covering the Class A
common stock issuable upon exercise of the warrants is not
effective by the 60th business day after the
closing of the initial Business Combination, warrant holders may,
until such time as there is an effective registration statement and
during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if the
Company’s shares of Class A common stock are at the time of
any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who
exercise their warrants to do so on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act and, in
the event the Company so elect, it will not be required to file or
maintain in effect a registration statement, and in the event the
Company does not so elect, it will use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent
an exemption is not available.
The
warrants have an exercise price of $11.50 per share, subject to
adjustments, and will expire five years after the completion of a
Business Combination or earlier upon redemption or liquidation. In
addition, if (x) the Company issues additional shares of
Class A common stock or equity-linked securities for
capital raising purposes in connection with the closing of the
initial Business Combination at an issue price or effective issue
price of less than $9.20 per share of Class A common stock
(with such issue price or effective issue price to be determined in
good faith by the board of directors and, in the case of any such
issuance to the initial stockholders or their affiliates, without
taking into account any Founder Shares held by the initial
stockholders or their affiliates, prior to such issuance) (the
“Newly Issued Price”), (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 the
initial Business Combination on the date of the consummation of the
initial Business Combination (net of redemptions), 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 the initial Business
Combination (such price, the “Market Value”) is below $9.20 per
share, the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption
trigger price described below will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the
Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants,
except that the Private Placement Warrants and the shares of
Class A common stock issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or salable
until 30 days after the completion of a Business Combination,
subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be non-redeemable so long as they are
held by the Sponsors or their permitted transferees. If the Private
Placement Warrants are held by someone other than the Sponsors or
their permitted transferees, the Private Placement Warrants will be
redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
EDTECHX
HOLDINGS ACQUISITION CORP. II
UNAUDITED CONDENSED FINANCIAL STATEMENTS
Once
the warrants become exercisable, the Company may redeem the
outstanding warrants for cash (except as described herein with
respect to the Private Placement Warrants):
|
● |
in
whole and not in part; |
|
● |
at a
price of $0.01 per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption;
and |
|
● |
if,
and only if, the reported closing price of the Class A common
stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day
period commencing once the warrants become exercisable and ending
on the third trading day prior to the date on which the Company
sends the notice of redemption to the warrant holders. |
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.
In no
event will the Company be required to net cash settle any warrant.
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.
Note
7 — Subsequent Events
Management has evaluated subsequent events and transactions
occurring through the date the unaudited condensed financial
statements were issued. Other than as described herein, the Company
did not identify any subsequent events that would have required
adjustment or disclosure in the unaudited condensed financial
statements.
Item 2.
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.
References
to the “Company,” “our,” “us” or “we” refer to EdtechX Holdings
Acquisition Corp. II The following discussion and analysis of the
Company’s financial condition and results of operations should be
read in conjunction with the unaudited condensed financial
statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). We have
based these forward-looking statements on our current expectations
and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels
of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar
expressions. Such statements include, but are not limited to,
possible business combinations and the financing thereof, and
related matters, as well as all other statements other than
statements of historical fact
included in this Form 10-Q. Factors that might cause
or contribute to such a discrepancy include, but are not limited
to, those described in our other Securities and Exchange Commission
(“SEC”) filings.
Overview
We
are a blank check company incorporated in Delaware on May 27, 2020
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”). Our sponsors are IBIS Capital Sponsor II LLC and
IBIS Sponsor II EdtechX LLC, limited liability companies affiliated
with certain of the Company’s officers and directors (the
“Sponsors”).
The
registration statement for our Initial Public Offering (“Initial
Public Offering”) became effective on December 10, 2020. On
December 15, 2020, the Company consummated its Initial Public
Offering of 10,000,000 units (the “Units”) at $10.00 per Unit,
generating gross proceeds of $100.0 million, and
incurring offering costs of approximately $6.0 million, inclusive
of $3.5 million in deferred underwriting commissions. The
underwriters exercised the over-allotment option in full and on
December 17, 2020 purchased an additional 1,500,000 Units (the
“Over-Allotment Units”), generating gross proceeds of $15.0
million, and the Company incurred additional offering costs of
$825,000 in underwriting fees, inclusive of $525,000 in deferred
underwriting fees (the “Over-Allotment”).
Simultaneously
with the closing of the Initial Public Offering, we consummated the
private placement (“Private Placement”) of 5,000,000 warrants
(each, a “Private Placement Warrant” and collectively, the “Private
Placement Warrants”) at a price of $1.00 per Private Placement
Warrant to the Sponsors and MIHI LLC, an affiliate of Macquarie
Capital (USA) Inc., one of the underwriters of the Initial Public
Offering, generating proceeds of $5.0 million (Note 4).
Simultaneously with the consummation of the sale of the
Over-Allotment Units, the Sponsors, MIHI LLC, and Jefferies LLC,
the representative of the underwriters in the Initial Public
Offering, purchased an additional 525,000 Private Warrants for an
aggregate purchase price of an additional $525,000.
Upon
the closing of the Initial Public Offering and the Private
Placement, $101.5 million ($10.15 per Unit) of the net proceeds of
the sale of the Units in the Initial Public Offering and of the
Private Placement Warrants in the Private Placement were placed in
a trust account (“Trust Account”) located in the United States
with Continental Stock Transfer & Trust Company acting as
trustee, and will be invested only in U.S. “government securities,”
within the meaning of Section 2(a)(16) of the Investment
Company Act, having a maturity of 185 days or less or in money
market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act
1940, as amended (the “Investment Company Act”), which invest only
in direct U.S. government treasury obligations, as determined by
the Company, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust
Account as described below. Upon the closing of the Over-Allotment
on December 17, 2020, an aggregate of approximately
$15.2 million of the additional net proceeds from the
consummation of the Over-Allotment were placed in the Trust
Account, for a total of approximately $116.7 million held in
Trust Account.
If we
are unable to complete a Business Combination within 18 months
from the closing of the Initial Public Offering, or June 15, 2022,
(the “Combination Period”) and our stockholders have not amended
the Certificate of Incorporation to extend such Combination Period,
we 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 and not previously
released to us to pay its taxes and working capital needs (less up
to $100,000 of interest to pay dissolution expenses), 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), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining
stockholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our
obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
Results
of Operations
Our
entire activity from May 27, 2020 (inception) through December 31,
2020, was in preparation for an Initial Public Offering, and since
our Initial Public Offering, our activity has been limited to the
search for a prospective initial Business Combination. We will
not generate any operating revenues until the closing and
completion of our initial Business Combination.
For
the three months ended December 31, 2020, we had a loss of
approximately $157,000, which consisted of approximately $41,000 of
general and administrative expenses, inclusive of $5,000 general
administrative expense related party, and approximately $119,000 of
franchise tax expense, partly offset by approximately $4,000 of
gain on investments held in Trust Account.
For
the six months ended December 31, 2020, we had a loss of
approximately $172,000, which consisted of approximately $57,000 of
general and administrative expenses, inclusive of $5,000 of general
and administrative expenses related party, and approximately
$119,000 of franchise tax expense, partly offset by approximately
$4,000 of gain on investments held in Trust Account.
Liquidity
and Capital Resources
As of
December 31, 2020, we had approximately $1.1 million in cash and
working capital of approximately $1.0 million, net of franchise tax
payable.
Prior
to December 31, 2020, our liquidity needs were satisfied through a
payment of $25,000 from the Sponsor to cover for certain offering
costs on behalf of the Company in exchange for issuance of Founders
Shares (as defined in Note 4), and loan proceeds from the Sponsor
of approximately $108,000 under the Note, which remain outstanding
to date (Note 4). Subsequent from the consummation of the Initial
Public Offering, our liquidity needs have been satisfied through
the net proceeds from the consummation of the Initial Public
Offering and the Private Placement held outside of the Trust
Account.
Based
on the foregoing, management believes that we will have sufficient
working capital and borrowing capacity to meet its needs through
the earlier of the consummation of a Business Combination or one
year from this filing. Over this time period, the Company will be
using these funds held outside of the Trust Account for paying
existing accounts payable, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business
Combination.
Related
Party Transactions
Founder Shares
On
June 30, 2020, our Sponsors purchased 4,312,500 shares of our Class
B common stock, par value $0.0001 per share, (the “Founder Shares”)
for an aggregate price of $25,000. In December 2020, our Sponsor
contributed an aggregate of 1,437,500 shares of Class B common
stock to our Company for no consideration, resulting in a decrease
in the total number of shares of Class B common stock outstanding
from 4,312,500 to 2,875,000. All shares and associated amounts have
been retroactively restated to reflect the share contribution. In
connection with the Initial Public Offering, our Sponsors
contributed to our Company’s capital an aggregate of 40,000 Founder
Shares and the Company issued a like number of shares to one of the
underwriters in the Initial Public Offering — see “Private
Placement” below. The initial stockholders agreed to forfeit up to
375,000 Founder Shares to the extent that the over-allotment option
was not exercised in full by the underwriters, so that the Founder
Shares would represent 20.0% of the Company’s issued and
outstanding shares after the Initial Public Offering. On December
17, 2020, the underwriters fully exercised the over-allotment
option to purchase an additional 1,500,000 Units; thus, these
375,000 shares of Class B common stock were no longer subject to
forfeiture.
The
initial stockholders agreed, subject to limited exceptions, not to
transfer, assign or sell any of the Founder Shares until the
earlier to occur of: (A) one year after the completion of the
initial Business Combination or (B) subsequent to the initial
Business Combination, (x) if the reported closing price of the
Class A common stock equals or exceeds $12.00 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 at least 150 days after
the initial Business Combination, or (y) the date on which we
complete a liquidation, merger, capital stock exchange or other
similar transaction that results in all of the stockholders having
the right to exchange their shares of common stock for cash,
securities or other property. Any permitted transferees will be
subject to the same restrictions and other agreements of our
initial stockholders with respect to any Founder Shares.
Private Placement Warrants and Founder Shares
On
December 15, 2020, our Sponsors, the underwriters and MIHI
purchased an aggregate of 5,000,000 Private Placement Warrants, and
40,000 Founder Shares for an aggregate purchase price of
approximately $5.0 million in the Private Placement that
occurred simultaneously with the closing of the Initial Public
Offering. Simultaneously with the consummation of the sale of the
Over-Allotment Units on December 17, 2020, our Sponsors, MIHI LLC,
and Jefferies LLC, the representative of the underwriters in the
Initial Public Offering, purchased an additional 525,000 Private
Warrants for an aggregate purchase price of an additional
$525,000.
Each
Private Placement Warrant is exercisable for one whole share of
Class A common stock at a price of $11.50 per share. The Founder
Shares are described above. A portion of the proceeds from the sale
of the Private Placement Warrants were added to the net proceeds
from the Initial Public Offering held in the Trust Account. If we
do not complete a Business Combination within the Combination
Period, the Private Placement Warrants will expire worthless. The
Private Placement Warrants will be non-redeemable for cash and
exercisable on a cashless basis so long as they are held by the
initial purchasers or their permitted transferees.
The
purchasers of the Private Placement Warrants agreed, subject to
limited exceptions, not to transfer, assign or sell any of their
Private Placement Warrants (except to permitted transferees) until
30 days after the completion of the initial Business
Combination.
Related Party Loans
On
June 30, 2020, our Sponsors agreed to loan us an aggregate of
up to $150,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the “Note”). This loan is
non-interest bearing and payable on the earlier of
December 31, 2020 or the completion of the Initial Public
Offering. As of December 31, 2020, we had borrowed approximately
$108,000 under the Note. The Note still remains outstanding to
date.
In
addition, in order to finance transaction costs in connection with
a Business Combination, our Sponsors or an affiliate of our
Sponsors, or our officers and directors or their affiliates may,
but are not obligated to, loan us funds as may be required
(“Working Capital Loans”). If we complete a Business Combination,
we would repay the Working Capital Loans out of the proceeds of the
Trust Account released to us. 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, we 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. The Working
Capital Loans would either be repaid upon consummation of a
Business Combination 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. 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. As of December
31, 2020, we had no borrowings under the Working Capital
Loans.
Administrative Services Agreement
We
entered into an agreement that provided that, commencing on the
effective date of the offering prospectus and continuing until the
earlier of our consummation of a Business Combination and our
liquidation, we agreed to pay our Sponsors a total of $10,000 per
month for providing us with office space and certain office and
secretarial services. For the three and six months ended December
31, 2020 December 31, 2020, $5,000 of these expenses were incurred
as presented on the unaudited condensed statement of operations. As
of December 31, 2020, $25,000 of these fees were prepaid by the
Company and are included in prepaid expenses on the unaudited
condensed balance sheet.
Our
Sponsors, officers and directors, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our Company’s behalf such
as identifying potential target businesses and performing due
diligence on suitable Business Combinations. Our audit committee
will review on a quarterly basis all payments that were made to our
Sponsors, officers, directors or our Company’s or their affiliates
and will determine which expenses and the amount of expenses that
will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in
connection with activities on our Company’s behalf.
Contractual
Obligations
Underwriting Agreement
The
underwriters were entitled to an underwriting discount of $0.20 per
unit, or $2.0 million in the aggregate, which was paid upon
the closing of the Initial Public Offering. An additional fee of
$0.35 per unit, or $3.5 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that we
complete a Business Combination, subject to the terms of the
underwriting agreement.
Upon
closing of the Over-allotment on December 17, 2020, the
underwriters received approximately $300,000 in fees paid upfront
and eligible for an additional deferred underwriting commissions of
$525,000.
Critical
Accounting Policies
This
management’s discussion and analysis of our financial condition and
results of operations is based on our unaudited condensed financial
statements, which have been prepared in accordance with United
States generally accepted accounting principles. The preparation of
these unaudited condensed financial statements requires us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities in our unaudited condensed financial
statements. On an ongoing basis, we evaluate our estimates and
judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on
historical experience, known trends and events and various other
factors that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Management has
identified the following as its critical accounting
policies:
Class A Common Stock Subject to Possible
Redemption
We account for Class A common stock subject to possible
redemption in accordance with the guidance in ASC Topic 480
“Distinguishing Liabilities from Equity.” Class A common stock
subject to mandatory redemption (if any) is classified as liability
instruments and are measured at fair value. Conditionally
redeemable Class A common stock (including Class A
common stock that features redemption rights that are either within
the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times,
Class A common stock is classified as stockholders’ equity.
Our Company’s Class A common stock feature certain redemption
rights that are considered to be outside of the Company’s control
and subject to the occurrence of uncertain future events.
Accordingly, at December 31, 2020, 10,697,917 shares of
Class A common stock subject to possible redemption is
presented at redemption value as temporary equity, outside of the
stockholders’ equity section of the unaudited condensed balance
sheet.
Net Loss Per Share of Common Stock
Net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding during the
period. An aggregate of 10,697,917 shares of common stock
subject to possible redemption as of December 31, 2020 have been
excluded from the calculation of basic loss per common share, 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 and Private
Placement to purchase an aggregate of 11,275,000 Class A shares of
common stock in the calculation of diluted loss per common share,
as they are not yet exercisable. As a result, diluted loss per
share is the same as basic loss per share for the periods
presented.
Recent
Accounting Pronouncements
Our
management does not believe that any recently issued, but not yet
effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed financial
statements.
Off-Balance Sheet Arrangements
As of
December 31, 2020, we
did not have any off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of Regulation S-K.
JOBS
Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)
contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify
as an “emerging growth company” and under the JOBS Act are allowed
to comply with new or revised accounting pronouncements based on
the effective date for private (not publicly traded) companies. We
are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of
such standards is required for non-emerging growth companies. As a
result, the condensed financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements
as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an
“emerging growth company,” we choose to rely on such exemptions we
may not be required to, among other things, (i) provide an
auditor’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404, (ii) provide all
of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and
Consumer Protection Act, (iii) comply with any requirement that may
be adopted by the PCAOB regarding mandatory audit firm rotation or
a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor
discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between
executive compensation and performance and comparisons of the CEO’s
compensation to median employee compensation. These exemptions will
apply for a period of five years following the completion of our
Initial Public Offering or until we are no longer an “emerging
growth company,” whichever is earlier.
Item 3.
Quantitative and Qualitative
Disclosures About Market Risk
We
are a smaller reporting company as defined by
Rule 12b-2 of the Exchange Act and are not required
to provide the information otherwise required under this
item.
Item 4.
Controls and
Procedures
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management,
including our principal executive officer and principal financial
and accounting officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the
end of the fiscal quarter ended December 31, 2020, as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on this evaluation, our chief executive officer and chief
financial officer have concluded that during the period covered by
this report, our disclosure controls and procedures were
effective.
Disclosure
controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management,
including our principal executive officer and principal financial
officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended December 31, 2020, covered
by this Quarterly Report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
PART II – OTHER
INFORMATION
Item 2.
Unregistered Sales of Equity
Securities and Use of Proceeds from Registered
Securities
Unregistered
Sales of Equity Securities
On
December 15, 2020, we consummated the Initial Public Offering
of 10,000,000 units (the “Units”) at $10.00 per Unit, generating
gross proceeds of $100.0 million, and incurring offering
costs of approximately $6.0 million, inclusive of $3.5 million
in deferred underwriting commissions (Note 5). Our
underwriters exercised the over-allotment option in full and on
December 17, 2020 purchased an additional 1,500,000 Units (the
“Over-Allotment Units”), generating gross proceeds of $15.0
million, and incurred additional offering costs of $825,000 in
underwriting fees, inclusive of $525,000 in deferred underwriting
fees (the “Over-Allotment”).
Simultaneously
with the closing of the Initial Public Offering, we consummated the
private placement (“Private Placement”) of 5,000,000 warrants
(each, a “Private Placement Warrant” and collectively, the “Private
Placement Warrants”) at a price of $1.00 per Private Placement
Warrant to the Sponsors and MIHI LLC, an affiliate of Macquarie
Capital (USA) Inc., one of the underwriters of the Initial Public
Offering, generating proceeds of $5.0 million (Note 4).
Simultaneously with the consummation of the sale of the
Over-Allotment Units, our Sponsors, MIHI LLC, and Jefferies LLC,
the representative of the underwriters in the Initial Public
Offering, purchased an additional 525,000 Private Warrants for an
aggregate purchase price of an additional $525,000.
Use
of Proceeds
On
December 15, 2020, the underwriters notified us that they were
exercising the over-allotment option granted in connection with the
IPO in the full amount of 1,500,000 units. On December 17, 2020, we
consummated the sale of such units generating additional gross
proceeds of $15,000,000. Simultaneously with the consummation of
the sale of the units pursuant to the over-allotment option, the
Sponsors, MIHI LLC, and Jefferies LLC, the representative of the
underwriters in the IPO, purchased an additional 525,000 Private
Warrants for an aggregate purchase price of an additional $525,000.
An aggregate of $116,725,000, or $10.15 per unit sold in the IPO,
has been deposited in the trust account established by the Company
in connection with the IPO.
There
has been no material change in the planned use of the proceeds from
the Initial Public Offering and Private Placement as is described
in the Company’s final prospectus related to the Initial Public
Offering.
Item 6.
Exhibits.
SIGNATURES
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 thereunto duly authorized on this
16th day of February 2021.
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EdtechX
Holdings Acquisition Corp. II |
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By: |
/s/
Benjamin Vedrenne-Cloquet |
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Name: |
Benjamin
Vedrenne-Cloquet |
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Title: |
Chief
Executive Officer |
EdtechX Holdings Acquisi... (NASDAQ:EDTXU)
Historical Stock Chart
From Apr 2022 to May 2022
EdtechX Holdings Acquisi... (NASDAQ:EDTXU)
Historical Stock Chart
From May 2021 to May 2022
