EdtechX Holdings Re-Files Prospectus with a Change
by Kristi Marvin on 2018-09-25 at 12:01pm

EdtechX Holdings Acquisition Corp., re-filed their $55 million SPAC IPO today, with one change to their Crescent Term.

Previously, EdtechX’s term, regarding adjustment to the per-share redemption trigger, stated they would adjust the price to be equal to 240% of the market value of their common stock based on the 20-day trading period prior to the day on which they consummate their business combination.  This has been adjusted to 165%.

If you recall, EdtechX’s redemption trigger for the warrants to be sold in the IPO is $16.50, so now the 165% adjustment for any new capital raises done at combination below $9.50, will reflect an equal value to the original trigger.

If you would like a more detailed explanation of how the Crescent Term works, you can read about it here in the original post regarding EdtechX’s initial filing.

The rest of EdtechX’s terms remain the same, but as a reminder, a summary has been provided below.

EdtechX Holdings Summary of Terms:
  • Focus:  Education/EdTech
  • Size: $55 million
  • 101.5% held in trust ($10.15 per share)
  • $10.00 unit comprised of one share of Common Stock + one full Warrant 
  • Warrant call for redemption threshold: equals or exceeds $16.50 (cash or cashless exercise)
  • 18 months to complete an acquisition + 3 months extension if:
    • A proxy for a proposed business combination has been filed AND;
    • The price of the common stock equals or exceeds the estimated per-share value of the amount in the trust on the 18-month anniversary of the consummation of the offering for any 20 trading days within the 30 trading day period ending 17 months post-IPO.
  • Limitation on Redemption Rights: 20%
  • At-risk Capital: $3.45 million (3,450,000 warrants at $1.00)
  • Forward Purchase Agreement: 
    • Azimut Investors will purchase up to 2,000,000 units at $10.00 per unit (or up to $20,000,000)
  • Underwriter fees: 2.5% + 3.5% deferred. 
  • Includes “Crescent Term”

 

Chardan and I-Bankers Securities are joint book-running managers.

Graubard Miller and Schiff Hardin LLP are Issuer’s Counsel and Underwriter’s Counsel, respectively.

 

 

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