EDTX SEC filings, in plain English
Everything EdtechX Holdings Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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 vs 2019-04-01trust $64.5M → $65.7M +2%deadline 2020-04-10 → 2020-07-10shares 5.78M → 5.71M -1%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $64.5M$65.7M
- Combination deadline
- 2020-04-102020-07-10
- Redeemable shares
- 5.78M5.71M
- Mandate language
- we are focusing our search for target businesses in the educ… · unchanged
SpacBrain reads this as $1,183,565 was added to the trust between the two filings.
The clause …“material exposure to interest rate risk. At December 31, 2019, approximately $65.7 million was held in the Trust Account for the purposes of consummating a business combination. If we complete a business combination prior to July 10,”…
SpacBrain reads this as 91 days later than the previous record.
The clause …“for the purposes of consummating a business combination. If we complete a business combination prior to July 10, 2020, the funds in the Trust Account will be used to pay for the business combination, redemptions of common stock, if”…
SpacBrain reads this as 68,877 shares are no longer redeemable.
The clause …“liabilities 1,897,492 1,456,370 Commitments Common stock, $0.0001 par value; 5,706,278 and 5,775,155 shares subject to possible redemption at $10.37 and $10.18 per share at December 31, 2019 and 2018, respectively 59,174,103 58,791,078”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: EDTX filed an investor presentation for its pending business combination with Meten International Education Group, with deal terms including a $649M pro forma equity value, $614M enterprise value, and expected closing by March 30, 2020. Meten shareholders will own 81% at close, with up to 11M earnout shares tied to $12.50 and $15.00 price thresholds. Why it matters: The presentation confirms a $30M minimum cash requirement (or $20M if financing is below $10M excluding FPA), an EDTX trust of ~$65.78M assuming no redemptions, a $20M Azimut FPA, and up to $20M PIPE — giving investors the key variables for assessing redemption risk and deal completion likelihood.
What changed: EdtechX Holdings Acquisition Corp's soliciting material on Schedule 14A: the notice of an annual meeting of stockholders on March 26, 2020 at 10:00 a.m. eastern daylight time at the offices of Graubard Miller in New York. Five items are noticed: adopt the Agreement and Plan of Reorganization of December 12, 2019 and approve the two mergers placing both Meten and EdtechX under Holdco; elect nine directors of Holdco; approve stated differences between the EdtechX and Holdco constitutional documents; adjourn if necessary; and transact other business. Why it matters: 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.
What changed: A third accession carrying the same EdtechX report: the Form 8-K with an event date of February 26, 2020, signed February 28, filed again under Rule 425 by Meten EdtechX Education Group Ltd on March 3, 2020. Item 8.01 is unchanged — EdtechX and Holdco jointly notified Azimut Enterprises S.r.l. on February 26 that it will be required to purchase 2,000,000 EdtechX units at $10.00, an aggregate $20,000,000, at the closing of the Meten business combination, being the full amount of its June 18, 2018 forward purchase commitment. Why it matters: The same report now sits under three accessions — 0001213900-20-005002 as the 8-K and 0001213900-20-005003 and this one as Rule 425 communications, this last filed several days after the event — so a count keyed to accessions triples one disclosure and a filing-diff engine sees two no-change repeats. The substance is unchanged and so are the gaps: the report states no minimum-cash figure, no meeting date, no redemption deadline and no trust balance.
What changed: EdtechX Holdings Acquisition Corp's Form 8-K, event date March 2, 2020, signed by CEO Benjamin Vedrenne-Cloquet. Item 7.01 reports that on March 2 EdtechX published a recorded audio presentation by EdtechX and Meten management on its investor relations website, with the transcript furnished as Exhibit 99.1. In the transcript management says MetenEdtechX is expected to list on Nasdaq and plans to raise up to $100 million of development capital at closing, that Azimut has committed $20 million under the forward purchase agreement, and that Meten holders would own about 81%. Why it matters: 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.
What changed: The Rule 425 copy of the same report, filed by Meten EdtechX Education Group Ltd with EdtechX as subject company. Content matches accession 0001213900-20-005106 — EdtechX's Form 8-K of March 2, 2020, Item 7.01 reporting the recorded audio presentation published that day on the investor relations website and furnishing the transcript as Exhibit 99.1 — and differs only in the form under which it was submitted. Why it matters: Both the issuer's 8-K and the Rule 425 communication carry the same document, so this row duplicates 0001213900-20-005106 rather than adding an event. The same caution applies to its contents: the transcript's circa $66 million cash-in-trust figure is a speaker's rounded, pre-redemption number in furnished material, the end-of-March closing is an expectation rather than a contractual date, and the valuation figures repeat the investor deck. Nothing in the report states a meeting date, record date, redemption deadline or minimum-cash condition.
What changed: EdtechX Holdings Acquisition Corp's Form 8-K under Item 8.01, event date February 26, 2020, signed by CEO Benjamin Vedrenne-Cloquet. Under the Forward Purchase Agreement of June 18, 2018 with Azimut Enterprises S.r.l., Azimut had on December 12, 2019 irrevocably consented to purchase up to 2,000,000 EdtechX units at $10.00 in a private placement concurrent with the business combination, the exact number to be set by EdtechX and Holdco. On February 26, 2020 EdtechX and Holdco jointly notified Azimut that it will be required to purchase 2,000,000 units, an aggregate $20,000,000, at closing. Why it matters: 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.
What changed: The Rule 425 copy of the same report: EdtechX's Form 8-K of February 28, 2020 filed again as a written communication. Content matches accession 0001213900-20-005002 — Item 8.01 reporting that on February 26, 2020 EdtechX and Holdco jointly notified Azimut Enterprises S.r.l. that it will be required to purchase 2,000,000 EdtechX units at $10.00, an aggregate $20,000,000, at the closing of the Meten business combination, being the full amount of its June 18, 2018 forward purchase commitment. Why it matters: This row duplicates 0001213900-20-005002 rather than adding an event, so an activity count keyed to accessions will read two where there was one. The substance is unchanged: the forward purchase moves from up to $20 million at the issuer's discretion to a fixed $20,000,000 payable at closing, which is committed capital against the deal's cash condition. Neither version of the report states a minimum-cash figure, a meeting date, a redemption deadline or a trust balance.
What changed: Rule 425 filing by Meten EdtechX Education Group Ltd of EdtechX's February 2020 investor presentation for the Meten combination. The deck's overview page states a definitive merger agreement signed December 12, 2019; a combined company named Meten EdtechX Education Group taking the symbol METX post-closing; Meten management and shareholders holding 81% at close; pro forma equity value of $649 million and firm value of $614 million, implying 19.3x 2020E adjusted EBITDA and 28.5x 2020E adjusted net income; and a nine-member board with two EdtechX, four Meten and three independent directors. Why it matters: 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.
What changed: EdtechX Holdings Acquisition Corp's Form 8-K dated February 24, 2020 (earliest event February 20), signed by CEO Benjamin Vedrenne-Cloquet. Item 7.01 reports that EdtechX established an investor relations website for the proposed Meten combination, published a promotional video there on February 20, and that on February 24 Meten issued a press release announcing certain financial results. Item 9.01 lists three exhibits: 99.1 the video transcript, 99.2 the press release, and 99.3 an updated form of investor presentation for use with shareholders and other interested purchasers. Why it matters: 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.
What changed: EdtechX Holdings Acquisition Corp's Form 8-K dated February 20, 2020, filed here as a Rule 425 communication by Meten EdtechX Education Group Ltd. Item 7.01 (Regulation FD) reports that EdtechX has established an investor relations website for the proposed Meten combination; that on February 20 it published a promotional video there, with the transcript as Exhibit 99.1; that on February 24 Meten issued a press release announcing certain financial results, Exhibit 99.2; and that Exhibit 99.3 is an updated investor presentation for use with shareholders and other potential purchasers. Why it matters: 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.
What changed: Rule 425 filing by Meten EdtechX Education Group Ltd of the transcript of a promotional video posted to EdtechX's investor relations website. Charles McIntyre and Benjamin Vedrenne-Cloquet of IBIS Capital describe EdtechX Holdings as the first Nasdaq-listed vehicle devoted to education technology, say it entered a merger agreement with Meten at the end of 2019, and say both expect to sit on the board of the merged company, MetenEdtechX. The rest is promotional material on Meten's market position, learning-centre network, digital platform and management. Why it matters: A promotional video transcript is the weakest evidence class in a deal file, and the document says so: its disclaimer warns of possible material errors and omissions in the transcription and points readers to the proxy and registration statement. Its claims — over 30% of Chinese education services digital by 2030 versus 10% today, the market tripling in ten years to about $150 billion, and Meten delivering 50% revenue growth by 2021 with net income doubling versus 2018 to about $32 million — are speakers' projections, not audited figures. No deal terms, vote date or trust figures appear.
What changed: Rule 425 filing of Meten International Education Group's 24 February 2020 trading update, the press release furnished as Exhibit 99.2 to EdtechX's 8-K of the same date. Meten says it closed financial year 2019 with gross billings in line with management expectations and is on track to meet its 2021 targets of RMB 301.1 million adjusted EBITDA and RMB 230.0 adjusted net income. Gross billings for online courses rose approximately 287% year-on-year between 1 and 17 February 2020 and new paying users grew 119%, which the company attributes to its digital offering and to the coronavirus epidemic. Why it matters: 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.
What changed: Item 8.01: EdtechX restates the deadline structure from its October 5, 2018 final prospectus — 18 months from IPO consummation, or April 10, 2020, extendable to 21 months (July 10, 2020) only if it had filed proxy or tender offer materials by April 10, 2020 and its stock’s last sales price equals or exceeds the estimated per-share trust amount for any 20 trading days in the 30-trading-day period ending March 10, 2020. EdtechX states that estimated per-share amount is $10.30 and that it filed preliminary proxy material on January 9, 2020. Why it matters: 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.
What changed: Rule 425 filing by Meten EdtechX Education Group Ltd., subject company EdtechX Holdings Acquisition Corp (file 001-38687), reproducing EdtechX’s Form 8-K dated February 4, 2020 — the Item 7.01 report furnishing the updated February 2020 investor presentation for the proposed Meten combination. It is the Holdco-side counterpart of accessions 0001213900-20-002567 and -002573; a second Holdco 425 the same week (0001213900-20-002632) carried the presentation exhibit itself. Why it matters: Duplicate-filer housekeeping around one disclosure, so the deal’s facts do not change here: the reproduced report states only that the presentation is furnished and not filed, and the balance of the document is the Additional Information and forward-looking-statements legend block, including the standing language that a definitive proxy statement will be mailed to stockholders as of a record date to be established. No consideration, vote date, minimum cash figure or redemption term is stated in this document.
What changed: Rule 425 filing made by Meten EdtechX Education Group Ltd. — the Holdco — with EdtechX Holdings Acquisition Corp (file 001-38687) as subject company, carrying the same February 2020 investor presentation that EdtechX furnished on February 4 (accessions 0001213900-20-002567 and -002573). The transaction slide is identical: merger agreement of December 12, 2019, combined company renamed Meten EdtechX Education Group under the symbol METX, and Meten management and shareholders owning 81% at close. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.