EdtechX Holdings Acquisition Corp. II filed SEC Form 8-K: Other Events
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Item 8.01 Other Events.
As previously disclosed, on June 21, 2023, EdtechX Holdings Acquisition Corp. II (the “Company”) notified zSpace Inc., a Delaware corporation (“zSpace”), that, effective immediately, it was terminating that certain Agreement and Plan of Reorganization (“Merger Agreement”) by and among the Company, EXHAC Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, EXHAC Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and zSpace. The Company is considering all available remedies in connection with the failure to complete the business combination in accordance with the Merger Agreement.
Under the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), the Company currently has until December 15, 2023 to complete an initial business combination. In light of the termination of the Merger Agreement, the Company has determined that it will not be possible to complete an initial business combination and therefore to begin the process of liquidating and dissolving in accordance with the Charter and the General Corporation Law of the State of Delaware. In connection therewith, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account and not previously released to the Company (less up to $100,000 of interest to pay liquidation and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject in the case of clause (ii), to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 16, 2023
| EDTECHX HOLDINGS ACQUISITION CORP. II | ||
| By: | /s/ Benjamin Vedrenne-Cloquet | |
| Name: | Benjamin Vedrenne-Cloquet | |
| Title: | Chief Executive Officer | |