EdtechX Holdings Acquisition Corp. II filed SEC Form 8-K: Termination of a Material Definitive Agreement
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Item 1.02 Termination of a Material Definitive Agreement.
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 (“Merger Sub I”), EXHAC Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II”), and zSpace.
The Merger Agreement had provided for the parties to enter into a business combination transaction, as a result of which zSpace would have become a wholly-owned subsidiary of the Company, with the stockholders of zSpace becoming stockholders of the Company. The Company terminated the Merger Agreement pursuant to Section 10.2(a) thereof, based upon certain breaches by zSpace of the terms of the Merger Agreement.
The Company was incorporated for the purpose of effecting a merger, share purchase, reorganization or other similar business combination with one or more businesses or entities. Under the Company’s amended and restated certificate of incorporation, the Company currently has until December 15, 2023 to complete an initial business combination. The Company intends to evaluate all options available to it at this time, including taking legal action against zSpace. If the Company does not complete an initial business combination by December 15, 2023 (or such later date as may be approved by the Company’s stockholders in an amendment to its amended and restated certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than 10 business days thereafter, 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: June 27, 2023
| EDTECHX HOLDINGS ACQUISITION CORP. II | ||
| By: | /s/ Benjamin Vedrenne-Cloquet | |
| Name: | Benjamin Vedrenne-Cloquet | |
| Title: | Chief Executive Officer | |