EdtechX Holdings Acquisition Corp. - FORM 8-K - October 10, 2018

Attached files

file filename
EX-4.4 - WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COM - EdtechX Holdings Acquisition Corp.f8k100518ex4-4_edtechx.htm
EX-10.7 - ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND IBIS CAPITAL LIMITED. - EdtechX Holdings Acquisition Corp.f8k100518ex10-7_edtechx.htm
EX-10.5 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE COMPANY'S INITIAL STOC - EdtechX Holdings Acquisition Corp.f8k100518ex10-5_edtechx.htm
EX-10.3 - ESCROW AGREEMENT BETWEEN THE COMPANY, CONTINENTAL STOCK TRANSFER & TRUST COMPANY - EdtechX Holdings Acquisition Corp.f8k100518ex10-3_edtechx.htm
EX-10.2 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST - EdtechX Holdings Acquisition Corp.f8k100518ex10-2_edtechx.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - EdtechX Holdings Acquisition Corp.f8k100518ex3-1_edtechx.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND CHARDAN CAPITAL MARKETS, LLC, AS - EdtechX Holdings Acquisition Corp.f8k100518ex1-1_edtechx.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 5, 2018

 

EDTECHX HOLDINGS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38687   83-0570234
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

c/o IBIS Capital Limited

22 Soho Square

London, W1D 4NS

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

 

+44 207 070 7080

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On October 5, 2018, the Registration Statement on Form S-1 (SEC File No. 333-227257) (the “Registration Statement”) relating to the initial public offering of units of EdtechX Holdings Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

 

On October 5, 2018, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also adopted an amended and restated certificate of incorporation. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated October 5, 2018 as filed with the SEC on such date. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 5.03.Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 9.01.Financial Statement and Exhibits.

 

(d)Exhibits:

 

  Exhibit   Description
       
  1.1   Underwriting Agreement between the Company and Chardan Capital Markets, LLC, as representative of the underwriters.
       
  3.1   Amended and Restated Certificate of Incorporation.
       
  4.4   Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
       
  10.2   Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
       
  10.3   Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders.
       
  10.5   Registration Rights Agreement between the Company and the Company’s Initial Stockholders.
       
  10.7   Administrative Services Agreement between the Company and IBIS Capital Limited.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 10, 2018

 

  EDTECHX HOLDINGS ACQUISITION CORP.
       
  By: /s/ Benjamin Vedrenne-Cloquet
    Name: Benjamin Vedrenne-Cloquet
    Title: Chief Executive Officer

 

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