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EdTechX Holdings Acquisition Corporation II *

EdTechX Holdings Acquisition Corporation II *

Oct 16, 2020 by Roman Developer

LIQUIDATION – 8/16/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be August 31, 2023. – LINK
    • The per-share redemption price is approximately $10.34/Share.

The below-announced combination was terminated on 6/27/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: zSpace Technologies, Inc. [TERMINATED]

ENTERPRISE VALUE: $188 million
ANTICIPATED SYMBOL: ZSPX

EdTechX Holdings Acquisition Corporation II proposes to combine with zSpace Technologies, Inc.

zSpace is a provider of commercial augmented reality (“AR”) and virtual reality (“VR”) technology in the global education market. The Company offers differentiated hardware along with immersive experiential learning software modules for K-12 science, technology, engineering, game design and mathematics (“STEM”) applications, as well as workforce-oriented career and technical education applications. Its easy-to-use technology delivers immersive and interactive learning experiences. zSpace is currently deployed in 94% of the top 100 school districts in the U.S.—including the top ten largest districts—and is used in workforce applications in 73% of these districts. With a userbase of over 2,400 U.S. school customers1 and over one million students annually, zSpace is positioned to serve a growing community of learners around the globe.

EXTENSION – 6/14/23 – LINK

  • The SPAC approved the extension from June 15, 2023 to December 15, 2023.
    • 199,820 shares were redeemed at the meeting for $10.51 per share.
    • No contribution will be made into the trust account.

EXTENSION – 12/16/22 – LINK

  • The SPAC approved the extension to complete a business combination from December 15, 2022 to June 15, 2023.
    • 2,029,571 (97.611%) shares were redeemed
    • The holders of the 274,708 public shares not submitted for redemption described above do not submit such public shares for redemption in connection with a business combination, they will be entitled to a dividend of 0.50 shares per public share (or an aggregate of 137,354 shares).

EXTENSION – 6/3/22 – LINK

  • On June 2, 2022, EdtechX Holdings Acquisition Corp. II (EDTX) held a special meeting of stockholders to extend the date by which EDTX has to consummate a business combination from June 15, 2022 to December 15, 2022.
  • Holders of an aggregate of 9,195,721 shares of Parent’s Class A common stock exercised their right to redeem their shares for an aggregate of $93,377.626.32 in cash (79.963% redeemed).

TRANSACTION

  • The combined company will have an estimated post-transaction enterprise value of $195 million, assuming no redemptions by EdtechX II public stockholders.
  • Proceeds from the transaction, before the payment of certain transaction expenses, will comprise up to $117 million of cash held in EdtechX II’s trust account before redemptions
  • $25 million in exchange for the retirement of an equal amount of existing Company debt from a fully committed private placement.
  • EdtechX II and zSpace’s respective boards of directors have unanimously approved the transaction, which is expected to close in the fourth quarter of 2022

POST-REDEMPTION

zspace

PRE-REDEMPTION

zspace

PIPE

  • Two of the Company’s key existing security holders, bSpace Investments Limited ($20M) and Kuwait Investment Authority ($5M), will enter into separate subscription agreements to purchase an aggregate of $25 million of shares of common stock of EdtechX II at $10.15 per share

EARNOUT

  • Sponsor
    • The sponsors of EdtechX II have agreed to place up to 1,437,500 shares of Parent Class B common stock into escrow following the closing of the proposed business combination
        • (a) 431,250 Sponsor Earnout Shares plus (b) a number of shares equal to 1,006,250 multiplied by 1 minus a fraction the numerator of which is the amount of cash available in the Trust Account immediately prior to the Effective Time after deducting the amount required to satisfy the Parent Redemption Amount (and after giving effect to any redemptions in connection with the approval by Parent’s stockholders of the Extension Proposal) less $30,000,000 and the denominator of which is $40,000,000 (the “Additional Earnout Shares”).
      • 143,750 Sponsor Earnout shares plus 1/3 additional Earnout Shares will be released once the VWAP is greater than $11.50
      • 143,750 Sponsor Earnout shares plus 1/3 additional Earnout Shares will be released once the VWAP is greater than $12.50
      • 143,750 Sponsor Earnout shares plus 1/3 additional Earnout Shares will be released once the VWAP is greater than $13.50 or $100M in revenue in any fiscal year
  • Company
    • Up to an aggregate of 3,694,581 shares of common stock in three equal tranches if certain conditions are met prior to the fifth anniversary of the closing date of the proposed business combination and (b) new warrants exercisable for up to an aggregate of 1,000,000 shares of common stock.
      • 1/3 upon the shares trading at $11.50 for 20 consecutive trading days
      • 1/3 upon the shares trading at $12.50 for 20 consecutive trading days
      • 1/3 upon reaching $100M in Revenue in any fiscal year or trading at $13.50 for 20 consecutive trading days

LOCK-UP

  • Sponsor and Company
    • (18) months following the Closing Date provided that:
      • (a) 7.5% of the Restricted Securities of each Lock-up Party subject to the Lock-up Agreements shall be freely transferable commencing immediately upon the Closing Date
      • (b) 1/3 of the remaining Restricted Securities in respect of each such Lock-up Party shall be released from the Lockup Agreement upon the 6 month anniversary of the Closing Date
      • (c) if the VWAP of the Parent Common Stock
        • (i) has exceeded $12.00 over any 20 trading days within the 30 consecutive trading day period immediately prior to the 12 month anniversary of the Closing Date, then all of the remaining Restricted Securities in respect of each such Lock-up Party will be released from the Lockup Agreement upon the 12 month anniversary of the Closing Date, or
        • (ii) has not exceeded $12.00 over any 20 trading days within the 30 consecutive trading day period immediately prior to the 12 month anniversary of the Closing Date, then half of the remaining Restricted Securities in respect of each Lock-up Party will be released from the transfer restrictions upon the 12 month anniversary of the Closing Date and all remaining Restricted Securities will be released upon the 18 month anniversary of the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • The transaction will require satisfaction of a minimum cash condition—which is equal to $24 million in net proceeds after the repayment of primary debt and transaction costs—and the satisfaction of other customary closing conditions.

NOTABLE CONDITIONS TO TERMINATION

  • By either Parent or the Company if the Merger has not been consummated on or before December 15, 2022, provided that, if the SEC has not declared the proxy statement and registration statement of Parent with respect to the business combination, to be used at the meeting of Parent’s stockholders to approve the proposed business combination and related matters effective on or prior to October 31, 2022, the December 15, 2022 date shall be automatically extended to March 15, 2023 (“Outside Date”)
  • By Parent if the Company’s audited 2021 financial statements contain 2021 revenue, gross margin or operating losses are materially different from the unaudited financial statements previously provided to Parent other than as a result of the application of certain agreed to accounting principles

ADVISORS

  • Fenwick & West LLP is acting as zSpace’s legal counsel.
  • Gateway Group is acting as investor relations advisor to zSpace.
  • Graubard Miller is acting as EdtechX II’s legal counsel.

MANAGEMENT & BOARD

Executive Officers

Charles McIntyre, 51
Chairman of the Board and Chief Investment Officer, 51

In 2018, he co-founded EdtechX 1 together with Benjamin Vedrenne-Cloquet, our Chief Executive Officer, and served as its Chairman of the Board and Chief Investment Officer. EdtechX 1 successfully consummated an initial business combination in March 2020 with education technology company Meten Education Group, Ltd, now operating as Meten EdtechX Education Group Ltd. (NASDAQ: METX) (“Meten EdtechX”). Mr. McIntyre is currently a member of the board of directors of Meten EdtechX. Mr. McIntyre is also the Chief Executive Officer of IBIS Capital Limited, an investment and advisory firm that he co-founded in 2003. He is responsible for leading the executive team and the overall strategy of the firm. Mr. McIntyre has over 25 years of experience building businesses in a number of industry sectors including edtech, media and financial services. During the course of his career, he has been a member of the boards of directors of various entrepreneurial companies in the media and education sectors. Mr. McIntyre began his career with the investment banking arm of Apax Partners, one of the world’s leading independent private equity firms, where he helped build the company’s media franchise. In 1998, together with other members of senior management, he spun off the investment banking arm of Apax Partners. Over the next two years the business grew into a pan-European investment bank with offices in seven countries and 140 employees before being sold for more than $200 million. In 2006, together with IBIS Capital and other partners, Mr. McIntyre formed a long/short global hedge fund focused on the media sector. In 2013, together with Mr. Vedrenne-Cloquet, Mr. McIntyre co-founded EdTech Global to build a conference and research business focused on the education technology and training, which now operates thought leadership events in Europe, Asia and Africa. Mr. McIntyre is a Governor of the National Institute of Economic and Social Research, which is a world renowned independent research institute based in the UK. He is Chairman of Learnlight, a technology focused training provider to corporate customers across the globe. Mr. McIntyre is also Chairman of Immerse, a leading entrepreneurial company focused on the use of virtual reality. He is also a founder of the EdTech Global Foundation, which seeks to improve life outcomes through education. Mr. McIntyre holds an honour degree in Economics and Philosophy from the London School of Economics.

Benjamin Vedrenne-Cloquet, 43
Chief Executive Officer and Director

Mr. Vedrenne-Cloquet co-founded and served as Chief Executive Officer and a Director of EdtechX 1 from its formation until consummation of its initial business combination in March 2020. Mr. Vedrenne-Cloquet is currently a member of the board of directors of Meten EdtechX. Mr. Vedrenne-Cloquet has served as Operating Partner at IBIS Capital Limited since January 2013. In 2013, Mr. Vedrenne-Cloquet co-founded EdTech Global with Charles McIntyre. Mr. Vedrenne-Cloquet is deeply involved in the education ecosystem through various positions, including senior advisor to EDUCAPITAL, the first European venture capital fund focused on edtech, and also as Chairman of the Board of Trustees of College Francais Bilingue de Londres, (“CFBL”), an award winning international French bilingual school in London. Mr. Vedrenne-Cloquet is also Chair of the London Edtech Week and Asia Edtech Week, and served as advisory board member for SXSW EDU, one of the largest conferences in Education in the U.S. He is a regular commentator in the international business and financial press on education technology matters. Mr. Vedrenne-Cloquet has over 20 years of operational, investment and advisory experience in the media, advertising and education industries, with a particular focus on digital transition, mergers and acquisitions, and international expansion situations. From 2008 to 2012, he served as EMEA Head of Corporate Development, Strategy and New Ventures for Turner International, the international TV division of Time Warner ((NYSE: TWX), now Warner Media. While there, Mr. Vedrenne-Cloquet led the expansion of a portfolio of thematic TV channels (CNN, Cartoon Network, TNT), children entertainment brands, consumer products, digital channels and joint ventures spanning 25 countries. As Global Digital Lead for Turner International, he also led the expansion of the group’s portfolio of digital brands and new ventures across various content verticals (News, Kids, Sports, Lifestyle). Mr. Vedrenne-Cloquet previously held various senior executive positions including general management, business development, finance and strategy functions at publicly listed media and communication groups, including Omnicon (NYSE: OMC), Modern Times Group (NASDAQ OMX- MTGA) and Lagardere (EPA: MMB), where he has been involved in turnaround and restructuring situations, as well as roll ups and international development in both large and small divisions. During his career, Mr. Vedrenne-Cloquet has been directly involved in the execution of many cross-border transactions ranging from M&A, greenfield investments, divestments, strategic partnerships, joint ventures, minority investments and licensing deals. Mr. Vedrenne-Cloquet started his career in New York City to launch Planet Finance (now Positive Planet), a micro finance NGO, working directly with its founder, Mr. Jacques Attali, a former Special Advisor and counsellor to various French Republic Presidents. Mr. Vedrenne-Cloquet graduated summa cum laude from Babson College (USA), holds a master degree from ESCP Europe (France) and an executive education certificate from London Business School (UK).

Rory Henson
Chief Financial Officer

Mr. Henson joined IBIS Capital in October 2012 and currently served as an Associate Director where he focuses on education technology coverage. He is also a founding member of the EdTech Global conference series. From June 2011 to September 2012, Mr. Henson was an investment banking analyst with Jefferies Group LLC. focusing on companies in the technology, media, telecommunications and business services sectors. Mr. Henson received a Bachelor of Science in Accounting & Finance from the University of Bristol in the United Kingdom.

 

Board of Directors

Emma C. Davies, 43
Director

Ms. Davies is an experienced investment professional with a long career spent investing across global public and private equity markets. She has been a Partner and Head of Direct Investments at Marylebone Partners, a London based independent wealth management firm, since March 2016. Ms. Davies was previously Head of Property and Infrastructure at The Wellcome Trust, the fourth largest charitable foundation in the world (with more than $30 billion in assest under management), from 2013 to 2016. From 2011 to 2013, Ms. Davies was the initial Chief Investment Officer of Big Society Capital, a social investment company founded by Sir Ronald Cohen, founder of private equity group Apax Partners. From 2001 to 2010, Ms. Davies was an investment professional at Perry Capital, a US based special situation hedge fund, where she started as an equity and distressed debt analyst and was made partner in 2007, running the UK office and heading the European investments team. Ms. Davies began her career at JP Morgan in 1998 as an equity research analyst covering Telecoms & Semiconductors. Ms. Davies is a Non-Executive Director and Audit Chair for Riverstone Credit Opportunities Income PLC, a company listed on the London Stock Exchange investing exclusively in the global energy industry through a portfolio of secured loans. Ms. Davies is also a Trustee and Investment Committee Member for Henry Smith Charity, one of the oldest and largest grant making institutions in the UK, as well as an Investment Committee member for Magdalen College at Oxford University.  She graduated from Oxford University with distinction. She also holds an MSc from the London School of Economics.

Michael Longoni, 52 [Resigned 10/1/21]
Director

Mr. Longoni is a senior investment banker with over 20 years of experience advising clients in the media and education sectors across mergers and acquisitions, public and private equity and fixed income. In 2017, Mr. Longoni founded Gorgoneion Partners, an advisory firm specialzing in the media and education sectors. While at Gorgoneion Partners, he has been supporting clients across a wide range of services and sectors, including potential acquisitions and investments in the nursery, K-12, higher education, corporate training, digital classifieds or consumer books segments. From 2014 to 2017, Mr. Longoni served as Managing Director and Head of EMEA Media & Education at Citigroup where he had the coverage responsibility for clients across the media sector, including linear and non-linear free and pay-TV broadcasting, television content production, sports intellectual property, digital classifieds platforms, consumer and B2B publishing, as well as the events, leisure and cinema sectors. During this period, he expanded the coverage effort to include education across all sectors (including nurseries, K-12, higher education). From 2009 to 2014, Mr. Longoni worked as Managing Director at Barclays Bank PLC in TMT Investment Banking. From March to September of 2009, Mr. Longoni served as Head of M&A at Antenna Group, Greece. From 1998 to 2008, Mr. Longoni served as a Director of TMT Investment Banking at Citigroup. Throughout his over 20 year career in finance, he has worked on over 50 transactions across multiple geographies and products (M&A, equity, fixed income), across various sectors including media, education, technology and telecom. He thereby served a wide spectrum of clients ranging from multibillion dollar corporations to high growth start-ups, private equity firms, sovereign wealth funds, family offices and entrepreneurs. Mr. Longoni holds a master’s degree in civil engineering from Technical University Munich and an M.B.A. from London Business School.

Paula Olson, 49
Director

Ms. Olson is a seasoned finance executive with more than 20 years of experience building businesses, leading teams through complex projects and serving as a strategic and financial advisor to senior executives and boards of directors. Ms. Olson has dedicated much of her career to the education technology and services sector. Additionally, as an investment banker, she was an advisor to public and private companies in more than 50 capital markets and M&A transactions totalling over $37 billion in aggregate transaction value. Since November 2017, she has advised private equity firms considering investments in the education sector and provided strategic advice to privately-owned education and technology companies. From January 2017 to November 2017, she served as the Chief Financial Officer of Frontline Education where she oversaw the finance and accounting functions as well as the evaluation, acquisition and integration of several M&A opportunities. From 2007 to 2017, Ms. Olson served as a Managing Director and Head of Education Technology and Services, Investment Banking at Wells Fargo Securities, where she launched the Education Technology and Services practice and established Wells Fargo as one of the most active education-related investment banking practices on Wall Street. Prior to Wells Fargo, she was a Vice President with Banc of America Securities in the Retail and Consumer Group. Ms. Olson began her career in 1993 with Bank of Boston where she was a Secured Loan analyst. In 1996, she joined the United States Peace Corps where she served for over three years as a volunteer in Zimbabwe, working with UNDP- and USAID-funded programs that promoted entrepreneurship and ecotourism. Ms. Olson holds a Bachelors Degree in Finance from Providence College. She holds dual degrees from Columbia University, with an MBA from Columbia Business School and a Masters in International Affairs from Columbia‘s School of International and Public Affairs.

ByRoman Developer