EdtechX Holdings Acquisition Corp.

The combination vote runs through EdtechX's annual meeting, not a special meeting, so the merger proposal shares a ballot with director elections and charter items. The charter proposals state the differences plainly: Holdco takes the name Meten EdtechX Education Group Ltd., is authorised for 500,000,000 ordinary shares against EdtechX's 25,000,000 common and 1,000,000 preferred, and exists perpetually where EdtechX's existence terminates if it does not complete a business combination in time. This is soliciting material, not the definitive proxy, and states no record date.

One figure in the transcript appears nowhere in the deal documents: management states EdtechX's current cash in trust is circa $66 million, before redemption. That is a speaker's rounded number in a furnished, unaudited transcript, expressly qualified as pre-redemption, and should not be carried as the trust balance. The transcript also says the transaction is expected to close by the end of March — an expectation, not a contractual date — and repeats a pro forma equity value of $649 million against firm value of $614 million. Item 7.01 material is furnished, not filed.

This converts a discretionary commitment into a fixed one: the forward purchase was for up to $20 million with the amount left to the issuer, and the notice sets it at the full amount, so $20,000,000 of committed capital now attaches to the closing rather than a range. That bears directly on the minimum-cash condition the parties have described in the deal file, which a February 2020 investor presentation put at $30 million. The report states no minimum-cash figure, no meeting date and no trust balance; the units are described only as on substantially the same terms as EdtechX's IPO units.

Item 7.01 material is furnished, not filed: EdtechX expressly disclaims Section 18 liability and incorporation by reference, so the video, the results release and the deck do not carry the liability of a filed item even though they carry the deal's numbers. The cover page lists units EDTXU, common stock EDTX and redeemable warrants EDTXW, each warrant exercisable for one share at $11.50. The report states no meeting date, record date, redemption deadline or trust figure; the definitive proxy is described only as one that will be mailed as of a record date still to be established.

The same page sets out the financing and vesting terms the deal turns on, as the deck presents them: a forward purchase agreement with Azimut Enterprises for up to $20 million, a target of up to $100 million raised in total including up to $20 million of PIPE, and a minimum cash condition of $30 million, footnoted as $20 million if the parties elect to raise less than $10 million excluding the forward purchase. Up to 11,000,000 earn-out shares vest on price tests: 4,000,000 above $12.50 and 7,000,000 above $15.00, each for 20 of 30 trading days, by 2022 and 2023 year-end.

This is the filed original of the disclosure the parties also circulated under Rule 425, so this report, the transcript, the release and the deck are one event carried by several accessions on 24 February 2020; counting them separately overstates deal activity that day. All of it is furnished under Item 7.01, with Section 18 liability and incorporation by reference expressly disclaimed, so the deck's valuation and minimum-cash figures gain no filed-document status here. The report fixes no meeting date, record date, redemption deadline or trust figure.

This is the coronavirus disclosure in the EdtechX deal file and it cuts both ways: Meten's learning centres across China are closed, the Ministry of Education having postponed the spring term to end-February at earliest, and every existing offline student has been given a one-month rollover on an 18-month contract — deferred revenue against a shut network — while online billings nearly quadrupled. Reopening is stated only as whenever the authorities permit, with no date. The 2021 targets are management's own and unaudited, and 'RMB 230.0 adjusted net income' is printed with the unit omitted.

The company converts its own charter condition into a testable threshold and publishes it: with the proxy leg already satisfied, the shares must close at or above $10.30 on 20 of the 30 trading days ending March 10, 2020 for the extra three months to be available. The filing states the $10.30 figure as EdtechX’s own estimate of the trust per share at the 18-month anniversary, not as an audited or current trust balance, and it states no fallback if the price test fails. Signed by CEO Benjamin Vedrenne-Cloquet.

The filing adds a filer rather than a fact — the same deck now on the record from the issuer of the securities to be issued as well as from the SPAC. Terms restated: pro forma equity value $649 million against firm value $614 million, quoted by the deck at 19.3x 2020E adjusted EBITDA and 28.5x 2020E adjusted net income; up to 11,000,000 earn-out shares split 4,000,000 above $12.50 by year-end 2022 and 7,000,000 above $15.00 by year-end 2023, each on a 20-of-30-trading-day test; founder lock-ups of six months and one year.

Filed as a deal communication because the deck is being shown to persons who might buy EdtechX securities. Its footnotes carry the sponsor-side economics: Meten initial shareholders are assumed to receive $10 million in cash and to take 50% of any amount raised above $30 million, including anything left in the EdtechX trust at closing, up to $10 million, and the minimum cash test falls to $20 million if the parties elect to raise less than $10 million excluding the forward purchase agreement. All figures are the presentation’s, including projections it disclaims.

The deck states the deal terms: definitive merger agreement signed December 12, 2019; combined company to be named Meten EdtechX Education Group under symbol METX; Meten management and shareholders to own 81% at close; pro forma equity value $649 million and firm value $614 million; up to 11,000,000 earn-out shares vesting on $12.50 and $15.00 price thresholds; a forward purchase agreement with Azimut for up to $20 million, a target of up to $100 million raised including up to $20 million of PIPE, and a stated $30 million minimum cash condition.

An EdtechX holder who stays in is left with a small minority of a founder-controlled company: assuming no conversions and no Cash Election, Meten's shareholders hold approximately 86% of Holdco and EdtechX's approximately 14%, and under a dual-class structure giving Class B ten votes per share the three Meten founders would control approximately 91% of the voting power. Meten shareholders may also elect cash equal to 50% of EdtechX's remaining closing cash above $30 million, capped at $10 million, which reduces the shares they receive.

A procedural deficiency — no annual meeting held — with a defined cure path and no immediate effect on trading. The consequence is a calendar: a plan by February 17, 2020 and compliance by June 29, 2020 at the latest, which runs alongside the Meten business combination the company signed in December 2019.

The captured text establishes only that a deck exists and is being used in the solicitation; no financial figure, valuation or transaction term is within it. The record date had not been established when this was filed.

The December 12, 2019 event date matches the merger agreement whose exhibit EdtechX filed on December 16, 2019, but this extract does not state what was reported, so this summary does not describe the event. The 425 filing by Meten EdtechX Education Group Ltd. shows the new holding company, rather than the SPAC, is the filer on the registration side.

The recoverable substance is the target's operating scale — 149 centres in 32 cities, adult ELT plus a junior brand and a digital platform — and the structure of the cash: the transaction depends on three separate and uncertain sources, trust cash after redemptions, a PIPE that had not been raised, and a drawdown on an Azimut forward purchase agreement, with a seller cash-out capped at $10 million. The headline announcement and any valuation are outside the captured text.

The share number that sets the whole deal's arithmetic is stated: 48,391,607 Holdco Shares is the aggregate the Company's holders and optionholders are exchanging into, so the per-share ratio is that figure over the outstanding share count at closing. The structure is a double merger into a Holdco intended to qualify under Section 351, which is what allows both sides to roll in without a taxable exchange, and the surviving Cayman company is renamed Meten International Education Group.

The share number that sets the whole deal's arithmetic is stated: 48,391,607 Holdco Shares is the aggregate the Company's holders and optionholders are exchanging into, so the per-share ratio is that figure over the outstanding share count at closing. The structure is a double merger into a Holdco intended to qualify under Section 351, which is what allows both sides to roll in without a taxable exchange, and the surviving Cayman company is renamed Meten International Education Group.

The trust's per-share redemption value is disclosed directly and rose from $10.18 to $10.31 over nine months on $1,214,150 of interest, net of an $83,455 unrealized loss and $240,666 of income tax that the company pays out of trust earnings — a US-domiciled SPAC whose trust income is taxed, unlike the Cayman structures elsewhere in this cohort. Operating cash fell by $364,271 to $303,128 while $85,322 of related-party advances stayed flat, so the shell was still funding itself from its own cash at the period end.

Per-share redemption value has accreted thirteen cents above the $10.15 IPO funding in six months, while cash outside the trust has fallen by 42%.

Per-share redemption value accreted five cents in the quarter to $10.23, eight cents above the $10.15 IPO funding, while taxes payable more than doubled.

Confirms the trust at $64.5 million against 6,325,000 public shares — the $10.15 funding held — with $1,225,000 of deferred underwriting and $667,399 of working capital going into the search year.

A pre-IPO quarter funded entirely by sponsor advances; the trust and public shares appear only in the following quarter, and the full over-allotment exercise fixed the sponsor's founder-share count.

Completes the offering at $64,198,750 in trust and confirms the $10.15 per-share funding held through the over-allotment, the figure that sets this SPAC's redemption floor.

What changed: Item 5.07: at its annual meeting on March 26, 2020 EdtechX stockholders approved the December 12, 2019 Agreement and Plan of Reorganization with Meten EdtechX Education Group Ltd (Holdco) and the Meten entities, 4,619,383 for to 300,000 against, elected the nine Holdco directors, and approved every charter-difference proposal: the rename to Meten EdtechX, 500,000,000 authorised ordinary shares against EdtechX's 25,000,000 common and 1,000,000 preferred, perpetual corporate existence, and removal of the SPAC-specific provisions. The adjournment proposal was not presented. Why it matters: The vote cleared the Meten merger, and the report states the redemption that came with it: holders of 5,974,745 shares issued in the IPO converted to cash before the meeting at approximately $10.34 per share, approximately $61.78 million in aggregate. No proposal drew more than 4,919,383 votes in favour, so approval came off a much reduced base. The charter changes are the structural end of the SPAC — perpetual existence, no combination deadline — and are the last procedural step before closing.

What changed: DEAL-vote supplement, not an extension filing. This dated-23-Mar-2020 supplement to EdtechX's Proxy Statement/Prospectus for the Meten merger (Merger Agreement of 12 Dec 2019, with Meten EdtechX Education Group Ltd as Holdco) discloses one new fact: on 19 Mar 2020 Holdco signed an additional forward purchase contract with an unaffiliated PIPE investor for 400,000 Holdco ordinary shares at $10.00 per share, a $4 million investment on substantially the same terms as the $6 million PIPE already described. Revised pro formas are attached as Annex A. Why it matters: It enlarges the financing that the merger's minimum-cash arithmetic depends on — the filing frames Holdco's target range as $20,000,000 to $100,000,000 of equity financing — and its closing is conditioned on the Mergers completing, so it is not committed cash if the deal fails. The supplement carries a redemption reference of 'approximately $10.34 per share' drawn from trust cash and equivalents at 30 Sep 2019, an older measuring date than the extension proxy's record-date $10.35, so the two figures are not interchangeable. It supersedes the Proxy Statement/Prospectus where they conflict.

What changed: FY2019 10-K. At December 31, 2019, 5,706,278 shares are subject to possible redemption at a stated $10.37 per share = $59,174,103, against 5,775,155 at $10.18 = $58,791,078 a year earlier; the IPO had funded trust at $64,198,750, or $10.15 per public share. Cash about $384,000 with a working capital deficit of about $82,000 and about $1.5 million of trust interest available for taxes. Net income about $383,000: roughly $1.4 million of trust interest less about $691,000 G&A, $90,000 franchise tax and $285,000 income tax. Cover: 7,906,250 shares at March 19, 2020. Why it matters: The outer date here is conditional and should not be read as a single deadline: the company must combine by April 10, 2020, extended to July 10, 2020 only if BOTH a proxy or tender offer relating to a proposed combination is filed by April 10 AND the stock closes at or above the estimated per-share trust value for 20 of the 30 trading days ending March 10, 2020. The document states a minimum per-share trust amount of $10.15 on April 10, 2020. Nothing here was written to a deadline, trust or floor field. Share counts reconcile: 5,706,278 + 2,199,972 = 7,906,250.

What changed: PRELIMINARY extension proxy. EdtechX proposed a charter amendment moving its business-combination deadline from 10 Apr 2020 to 10 May 2020, for a special meeting stated as 9 Apr 2020, record date the close of business on 19 Mar 2020 (7,906,250 shares outstanding). The stated purpose is more time to close the previously announced Meten International Education Group merger. The per-share trust portion on the record date is given as 'approximately $10.35'. Conversion requires tendering to Continental at least two business days before the vote. Why it matters: Preliminary means incomplete on the number that decides the trade: the sponsor Deposit/Contribution per unredeemed public share is left as a blank ('$0.__'), as are the record-date closing price and the redeem-versus-sell comparison. Nothing here fixes what the sponsor will pay per share for the one-month extension. Note also that this is the EXTENSION vote; EdtechX's merger vote on the Meten transaction runs on the separate Proxy Statement/Prospectus, and the two must not be conflated. A holder who converts here exits before the deal, and the deposit that would sweeten the trust is unstated.

What changed: EdtechX Holdings Acquisition Corp. issued definitive merger materials for its annual meeting on the Agreement and Plan of Reorganization dated December 12, 2019 with Meten International Education Group, Meten EdtechX Education Group Ltd. as Holdco and two merger subs. Meten Merger Sub merges into Meten and EdtechX Merger Sub merges into EdtechX, leaving both as Holdco subsidiaries. The document is also Holdco's prospectus for up to 77,902,857 ordinary shares, 10,355,000 warrants and 250,000 units, under Form S-4 File No. 333-235859. Why it matters: Meten's shareholders receive up to 48,391,607 Holdco shares, reduced by any Cash Election: EdtechX must pay electing Meten shareholders 50% of the excess of its remaining closing cash over $30 million, capped at $10 million in aggregate, and cash paid cuts the shares issued. On top, holders who stay through the measurement dates can earn up to 11,000,000 Contingent Shares — 4,000,000 if the price reaches $12.50 for 20 consecutive trading days before December 31, 2022 and 7,000,000 at $15.00 during the year ending December 31, 2023. The conditions operate independently.

What changed: EdtechX filed a 9 March 2020 Financial News article as a merger communication. It restates the $535m combination with Shenzhen-based Meten Education, announced just before Christmas 2019 and to be renamed Meten EdTechX, and quotes a Meten trading update dated 25 February 2020: gross billings for Meten's online courses up approximately 287% year-on-year between 1 and 17 February 2020, with new paying users up 119%, attributed to Chinese school closures during the coronavirus outbreak. Why it matters: The only figures here are the target's own trading update, quoted inside a press article the SPAC chose to file — not audited results and not a disclosure the target made directly. It is the earliest point in this corpus where Meten's online segment is said to have accelerated during the quarantine, which is the growth story the deal was subsequently marketed on. Read the percentages as management-sourced and unverified.(flagged for human review)

What changed: EdtechX filed an investor presentation under Rule 425 promoting its merger with Meten International Education Group, detailing a $649M pro forma equity value, $30M minimum cash requirement, up to $100M total financing (including $20M FPA with Azimut and up to $20M PIPE), and an expected close by March 30, 2020. The presentation includes 3-year financial projections (2020E adjusted EBITDA of $31.4M, adjusted net income of $22.4M) and an 11M-share earnout tied to $12.50 and $15.00 price thresholds. Why it matters: At filing time, this was a key pre-close marketing document laying out deal economics, ownership splits (Men 81%, public shareholders ~10%), and trust value (~$65.78M at ~$10.40/share) ahead of the redemption vote. Since the SPAC is already closed, this serves as historical reference rather than actionable new information.

What changed: Item 7.01 (Regulation FD): EdtechX posted to its investor relations site an Alpha Week article, published February 24, 2020, quoting CEO Benjamin Vedrenne-Cloquet and Chairman Charles McIntyre on the proposed business combination with Meten International Education Group (posted March 6, 2020), and a Financial News article on the same deal (March 9, 2020). An updated form of investor presentation, to be used with shareholders and others interested in purchasing EdtechX stock, is furnished as Exhibit 99.3; the two articles are Exhibits 99.1 and 99.2. Why it matters: This is deal-marketing disclosure, not a change in terms: the report states no consideration, closing condition, timetable or meeting date. Its substance sits in the furnished exhibits, which are not part of the report text and, being furnished rather than filed, carry no Section 18 liability. Read it as evidence the Meten combination was being actively promoted to shareholders in March 2020, not as a source of deal terms.