Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333
-235859

EDTECHX HOLDINGS ACQUISITION CORP.
c/o IBIS Capital Limited
22 Soho Square
London W1D 4NS
United Kingdom
+44 207 070 7080

PROXY STATEMENT/PROSPECTUS SUPPLEMENT

March 23, 2020

TO THE STOCKHOLDERS OF EDTECHX HOLDINGS ACQUISITION CORP.:

This is a supplement (this “Supplement”) to the proxy statement/prospectus of EdtechX Holdings Acquisition Corp. (“EdtechX”), dated March 16, 2020 (the “Proxy Statement/Prospectus”), that has been sent to you in connection with EdtechX’s annual meeting of stockholders to consider and vote upon, among other things, a proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of December 12, 2019, (the “Merger Agreement”), by and among EdtechX, Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”), and Meten International Education Group, a Cayman Islands exempted company (“Company”) which, among other things, provides for (i) Meten Merger Sub to merge with and into the Company, with the Company being the surviving entity of such merger (the “Meten Merger”) and becoming a wholly-owned subsidiary of Holdco (“Surviving Cayman Islands Company”) and (ii) EdtechX Merger Sub to merge with and into EdtechX, with EdtechX being the surviving entity of the merger (the “EdtechX Merger” and together with the Meten Merger, the “Mergers”) and becoming a wholly-owned subsidiary of Holdco (“Surviving Delaware Corporation”), and to approve the Mergers contemplated by the Merger Agreement as described in the Proxy Statement/Prospectus.

We are sending you this supplement to provide you with an update about Holdco’s efforts to arrange and obtain financing in the range of $20,000,000 and $100,000,000 from the sale of equity securities of Holdco (“Financing”) as follows: on March 19, 2020, Holdco entered into an additional forward purchase contract with an unaffiliated third-party investor (“PIPE investor”) pursuant to which such PIPE investor agreed to purchase, in a private placement to occur concurrently with the consummation of the Mergers, an aggregate of 400,000 ordinary shares of Holdco at $10.00 per share, for an aggregate investment of $4 million. Such $4 million PIPE transaction will be on substantially the same terms and conditions as the $6 million PIPE transaction described in the Proxy Statement/Prospectus and its closing is subject to various customary conditions, including the consummation of the Mergers. The selected unaudited pro forma condensed combined financial information, comparative per share information and unaudited pro forma condensed combined financial information reflecting the impact of such additional $4 million PIPE transaction, is attached hereto as Annex A.

Before you vote you should read the Proxy Statement/Prospectus and other documents that EdtechX has filed with the Securities and Exchange Commission, together with this Supplement, for more complete information about EdtechX, Holdco, Company and the proposed transactions. If you need additional copies of this Supplement, the Proxy Statement/Prospectus, or the proxy card you should contact:

EdtechX Holdings Acquisition Corp.
c/o IBIS Capital Limited
22 Soho Square
London, W1D 4NS
United Kingdom
Attn: Secretary
Tel: +44 207 070 7080

1

or

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

You may also obtain a free copy of this Supplement, the Proxy Statement/Prospectus and other documents containing information about EdtechX, Holdco, Company and the proposed transactions, without charge, at the SEC’s website at www.sec.gov.

This Supplement should be read together with the Proxy Statement/Prospectus. To the extent that the information in this Supplement is inconsistent with the information in the Proxy Statement/Prospectus, the information in this Supplement supersedes the information in the Proxy Statement/Prospectus. Terms that are defined in the Proxy Statement/Prospectus have the same meanings in this Supplement, unless a new definition for such term is provided herein.

All of EdtechX’s stockholders are cordially invited to attend the annual meeting in person. If you are a stockholder of record and you have already provided a proxy, your shares will be voted in accordance with your instructions at the annual meeting, unless you affirmatively change your proxy as described in the Proxy Statement/Prospectus. If you have not yet provided a proxy, you are urged to complete, sign, date and return the proxy card that was enclosed with the Proxy Statement/Prospectus as soon as possible. If you are a stockholder of record, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote in person, obtain a proxy from your broker or bank. If you have already instructed your broker or bank how to vote your shares, your shares will be voted in accordance with those instructions at the annual meeting, unless you affirmatively change your instructions as described in the Proxy Statement/Prospectus.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

   

/s/ Benjamin Vedrenne-Cloquet

   

Benjamin Vedrenne-Cloquet
Chief Executive Officer

This Supplement is dated March 23, 2019 and is first being mailed to stockholders of EdtechX on or about such date.

2

ANNEX A

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Meten and EdtechX are providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Mergers. The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Mergers taken place on the dates noted, or the future financial position or operating results of Meten.

The unaudited pro forma condensed combined balance sheet as of September 30, 2019 combines the historical balance sheet of EdtechX and the historical balance sheet of Meten on a pro forma basis as if the merger and the other transactions contemplated by the merger agreement, summarized below, had been consummated on September 30, 2019. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 combine the historical statements of operations of EdtechX and Meten for such periods on a pro forma basis as if the Mergers and the Azimut Investment and the Financing committed as of the date of this proxy statement/prospectus and as contemplated by the Merger Agreement, summarized below, had been consummated on January 1, 2018.

Pursuant to the Merger Agreement, (i) the Meten Merger will occur, whereby Meten Merger Sub will merge with and into Meten, with Meten being the surviving entity of such merger and (ii) thereafter the EdtechX Merger will occur, whereby EdtechX Merger Sub will merge with and into EdtechX, with EdtechX being the surviving entity of such merger. Immediately after the Mergers, each of EdtechX and Meten will be wholly-owned subsidiaries of Holdco.

This selected unaudited pro forma information is only a summary and should be read together with Meten’s and EdtechX’s financial statements and related notes, “Unaudited Pro Forma Condensed Combined Financial Statements,” “Meten’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “EdtechX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below present three conversion scenarios as follows:

•        Assuming No Conversions:    This scenario assumes that no shares of EdtechX common stock are converted into a pro rata portion of the trust account;

•        Assuming Maximum Conversions Condition:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million (based on the estimated per share redemption price of approximately $10.34 per share based on the fair value of cash and cash equivalents held in the Trust Account as of September 30, 2019 of approximately $65.4 million) from the Trust Account, which is the maximum amount of conversions that would allow EdtechX to satisfy the Minimum Cash Closing Condition set forth in the merger agreement; and

•        Assuming Maximum Possible Conversions:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million, which is the maximum amount of conversions that would satisfy EdtechX having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon consummation of the business combination.

A-1

 

Scenario 1

 

Scenario 2

 

Scenario 3

in thousands, except share and per share data

 

Assuming
No
Conversions

 

Assuming
Maximum
Conversions
Condition

 

Assuming
Maximum
Possible
Conversions

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2018

   

 

   

 

   

 

Total revenue

 

199,258

 

 

199,258

 

 

199,258

 

Net income

 

7,269

 

 

7,269

 

 

7,269

 

Net income attributable to stockholders of the Company

 

7,802

 

 

7,802

 

 

7,802

 

Net income available to stockholders of the Company

 

6,429

 

 

6,429

 

 

6,429

 

Earnings per share – basic

 

0.11

 

 

0.12

 

 

0.12

 

Earnings per share – diluted

 

0.10

 

 

0.11

 

 

0.11

 

Weighted average shares outstanding – basic

 

59,297,857

 

 

53,803,466

 

 

53,803,466

 

Weighted average shares outstanding – diluted

 

61,600,119

 

 

56,105,728

 

 

56,105,728

 

     

 

   

 

   

 

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Nine Months Ended September 30, 2019

   

 

   

 

   

 

Total revenue

 

153,192

 

 

153,192

 

 

153,192

 

Net loss

 

(8,839

)

 

(8,839

)

 

(8,839

)

Net loss attributable to stockholders of the Company

 

(8,588

)

 

(8,588

)

 

(8,588

)

Loss per share – basic and diluted

 

(0.14

)

 

(0.16

)

 

(0.16

)

Weighted average shares outstanding – basic and diluted

 

59,297,857

 

 

53,803,466

 

 

53,803,466

 

     

 

   

 

   

 

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of September 30, 2019

   

 

   

 

   

 

Total current assets

 

133,467

 

 

76,645

 

 

76,645

 

Total assets

 

297,392

 

 

240,570

 

 

240,570

 

Total current liabilities

 

178,887

 

 

178,887

 

 

178,887

 

Total liabilities

 

234,097

 

 

234,097

 

 

234,097

 

Total stockholders’ equity

 

63,295

 

 

6,473

 

 

6,473

 

A-2

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of EdtechX and Meten on a stand-alone basis and the unaudited pro forma condensed combined per share data for the nine months ended September 30, 2019 after giving effect to the Mergers, (1) assuming no conversion of EdtechX public shares, (2) assuming maximum conversion of EdtechX public shares and (3) assuming maximum possible conversion. The pro forma book value per share information was computed as if the Mergers had been completed on September 30, 2019. The pro forma earnings information for the nine months ended September 30, 2019 and the year ended December 31, 2018 was computed as if the Mergers had been completed on January 1, 2018.

The historical book value per share is computed by dividing total common shareholders’ equity by the number of shares of common stock of EdtechX and ordinary shares of Meten outstanding, respectively, at the end of the period. The pro forma combined book value per share is computed by dividing total pro forma common shareholders’ equity by the pro forma number of shares outstanding at the end of the period for each of EdtechX and Meten, respectively. The pro forma earnings per share of the combined company is computed by dividing the pro forma income available to the combined company’s common shareholders by the pro forma weighted-average number of shares of EdtechX common stock outstanding over the period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of EdtechX and Meten and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited EdtechX and Meten pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of EdtechX and Meten would have been had the companies been combined during the periods presented.

The unaudited pro forma combined earnings per share information below present three conversion scenarios as follows:

•        Assuming No Conversions:    This scenario assumes that no shares of EdtechX common stock are converted into a pro rata portion of the trust account;

•        Assuming Maximum Conversions Condition:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million (based on the estimated per share redemption price of approximately $10.34 per share based on the fair value of cash and cash equivalents held in the Trust Account as of September 30, 2019 of approximately $65.4 million) from the Trust Account, which is the maximum amount of conversions that would allow EdtechX to satisfy the Minimum Cash Closing Condition set forth in the merger agreement; and

•        Assuming Maximum Possible Conversions:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million, which is the maximum amount of conversions that would satisfy EdtechX having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon consummation of the business combination.

A-3

         

Scenario 1

 

Scenario 2

 

Scenario 3

   

EdtechX(b)

 

Meten

 

Assuming No
Conversions

 

Assuming
Maximum
Conversions
Condition

 

Assuming
Maximum
Possible
Conversions

September 30, 2019 book value per share(a)

 

$

0.63

 

 

$

(0.07

)

 

$

1.07

 

 

$

0.12

 

 

$

0.12

 

Cash dividends declared per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to stockholders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

(0.17

)

 

 

(0.03

)

 

 

(0.14

)

 

 

(0.16

)

 

 

(0.16

)

Diluted

 

 

(0.17

)

 

 

(0.03

)

 

 

(0.14

)

 

 

(0.16

)

 

 

(0.16

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to stockholders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

(0.08

)

 

 

0.02

 

 

 

0.11

 

 

 

0.12

 

 

 

0.12

 

Diluted

 

 

(0.08

)

 

 

0.02

 

 

 

0.10

 

 

 

0.11

 

 

 

0.11

 

____________

(a)      Book value per share is calculated using the formula: Total stockholder’s equity divided by shares outstanding (which includes shares subject to redemption).

(b)      Net income (loss) was reduced for income attributable to common stock subject to redemption of $746,503 and $190,632 in the nine months ended September 30, 2019 and the year ended December 31, 2018 net income (loss) per share calculations, respectively.

A-4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements present the combination of the financial information of EdtechX and Meten adjusted to give effect to the Mergers and the Azimut Investment and the Financing committed as of the date of this proxy statement/prospectus and as contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The translations from RMB to U.S. dollars in the unaudited pro forma condensed combined financial statements were made at a rate of RMB7.1477 to US$1.00, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2019. EdtechX and Meten make no representation that the RMB or U.S. dollar amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all.

The unaudited pro forma condensed combined balance sheet as of September 30, 2019 combines the historical balance sheet of EdtechX and the historical balance sheet of Meten on a pro forma basis as if the merger and the other transactions contemplated by the merger agreement, summarized below, had been consummated on September 30, 2019. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 combine the historical statements of operations of EdtechX and Meten for such periods on a pro forma basis as if the Mergers and the Azimut Investment and the Financing committed as of the date of this proxy statement/prospectus and as contemplated by the Merger Agreement, summarized below, had been consummated on January 1, 2018.

Pursuant to the Merger Agreement, (i) the Meten Merger will occur, whereby Meten Merger Sub will merge with and into Meten, with Meten being the surviving entity of such merger and (ii) thereafter the EdtechX Merger will occur, whereby EdtechX Merger Sub will merge with and into EdtechX, with EdtechX being the surviving entity of such merger. Immediately after the Mergers, each of EdtechX and Meten will be wholly-owned subsidiaries of Holdco.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the (i) historical audited financial statements of EdtechX as of and for the period from May 15, 2018 (inception) through December 31, 2018 and (ii) historical condensed unaudited financial statements of EdtechX as of and for the nine months ended September 30, 2019 and the related notes, in each case, included elsewhere in this proxy statement/consent solicitation statement/prospectus;

•        the (i) historical audited consolidated financial statements of Meten as of and for the year ended December 31, 2018 and (ii) historical condensed unaudited consolidated financial statements of Meten as of and for the nine months ended September 30, 2019 and the related notes, in each case, included elsewhere in this proxy statement/consent solicitation statement/prospectus; and

•        other information relating to EdtechX and Meten contained in this proxy statement/consent solicitation statement/prospectus, including the merger agreement and the description of certain terms thereof set forth under “The Merger.”

Pursuant to EdtechX’s existing amended and restated certificate of incorporation, public stockholders are being offered the opportunity to convert, upon the closing of the merger, shares of EdtechX common stock then held by them into cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. For illustrative purpose, based on the fair value of cash and cash equivalents held in the Trust Account as of September 30, 2019 of approximately $65.4 million, the estimated per share conversion price would have been approximately $10.34 per share.

A-5

The unaudited pro forma condensed combined financial statements present three conversion scenarios as follows:

•        Assuming No Conversion:    This scenario assumes that no shares of EdtechX common stock are converted into a pro rata portion of the trust account;

•        Assuming Maximum Conversions Condition:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million (based on the estimated per share redemption price of approximately $10.34 per share based on the fair value of cash and cash equivalents held in the Trust Account as of September 30, 2019 of approximately $65.4 million) from the Trust Account, which is the maximum amount of conversions that would allow EdtechX to satisfy the Minimum Cash Closing Condition set forth in the merger agreement; and

•        Assuming Maximum Possible Conversions:    This scenario assumes that 5,494,391 shares of EdtechX common stock are converted for an aggregate payment of approximately $56.8 million, which is the maximum amount of conversions that would satisfy EdtechX having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon consummation of the business combination.

Notwithstanding the legal form of the merger pursuant to the merger agreement, the merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, EdtechX will be treated as the acquired company and Meten will be treated as the acquirer for financial statement reporting purposes. Meten has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        Meten’s existing shareholders will have the greatest voting interest in the combined entity under the no and maximum conversion scenarios with over 82% and 90% voting interest, respectively;

•        Meten’s directors will represent the majority of the New Meten board of directors;

•        Meten’s senior management will be the senior management of New Meten; and

•        Meten is the larger entity based on historical total assets and revenues.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of Meten following the completion of the merger. The unaudited pro forma adjustments represent EdtechX’s management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

A-6

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2019
(in thousands)

             

Scenario 1

 

Scenario 2

 

Scenario 3

               

Assuming No
Redemption

 

Assuming Maximum
Redemption Condition

 

Assuming Maximum
Possible Redemption

   

EdtechX

 

Meten

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

ASSETS

 

 

             

 

       

 

       

 

   

Current assets

 

 

             

 

       

 

       

 

   

Cash and cash equivalents

 

$

303

 

20,171

 

20,474

 

65,412

(1)

 

106,993

 

65,412

(1)

 

50,171

 

65,412

(1)

 

50,171

   

 

           

(393

)(2)

     

(393

)(2)

     

(393

)(2)

   
   

 

           

(8,500

)(3)

     

(8,500

)(3)

     

(8,500

)(3)

   
   

 

           

30,000

(4)

     

30,000

(4)

     

30,000

(4)

   
   

 

             

 

     

(56,822

)(5)

     

(56,822

)(5)

   

Contract assets

 

 

 

1,954

 

1,954

 

 

 

1,954

 

 

 

1,954

 

 

 

1,954

Accounts receivable, net

 

 

 

2,673

 

2,673

 

 

 

2,673

 

 

 

2,673

 

 

 

2,673

Other contract costs

 

 

 

7,431

 

7,431

 

 

 

7,431

 

 

 

7,431

 

 

 

7,431

Prepaid expense and other
current assets

 

 

76

 

11,345

 

11,421

 

 

 

11,421

 

 

 

11,421

 

 

 

11,421

Amounts due to related
parties

 

 

 

1,249

 

1,249

 

 

 

1,249

 

 

 

1,249

 

 

 

1,249

Prepaid income tax

 

 

 

1,746

 

1,746

 

 

 

1,746

 

 

 

1,746

 

 

 

1,746

Total current assets

 

 

379

 

46,569

 

46,948

 

86,519

 

 

133,467

 

29,697

 

 

76,645

 

29,697

 

 

76,645

Restricted cash

 

 

 

1,979

 

1,979

 

 

 

1,979

 

 

 

1,979

 

 

 

1,979

Other contract costs

 

 

 

1,681

 

1,681

 

 

 

1,681

 

 

 

1,681

 

 

 

1,681

Equity method investments

 

 

 

3,780

 

3,780

   

 

 

3,780

 

 

 

3,780

 

 

 

3,780

Property and equipment, net

 

 

 

30,468

 

30,468

 

 

 

30,468

 

 

 

30,468

 

 

 

30,468

Operating lease right of use assets

 

 

 

69,348

 

69,348

 

 

 

69,348

 

 

 

69,348

 

 

 

69,348

Intangible assets, net

 

 

 

3,718

 

3,718

 

 

 

3,718

 

 

 

3,718

 

 

 

3,718

Goodwill

 

 

 

42,273

 

42,273

 

 

 

42,273

 

 

 

42,273

 

 

 

42,273

Deferred tax assets

 

 

 

1,619

 

1,619

 

 

 

1,619

 

 

 

1,619

 

 

 

1,619

Long-term prepayments and
other non-current assets

 

 

 

9,059

 

9,059

 

 

 

9,059

 

 

 

9,059

 

 

 

9,059

Cash and cash equivalents held in Trust Account

 

 

65,412

 

 

65,412

 

(65,412

)(1)

 

 

(65,412

)(1)

 

 

(65,412

)(1)

 

Total non-current assets

 

 

65,412

 

163,925

 

229,337

 

(65,412

)

 

163,925

 

(65,412

)

 

163,925

 

(65,412

)

 

163,925

Total assets

 

$

65,791

 

210,494

 

276,285

 

21,107

 

 

297,392

 

(35,715

)

 

240,570

 

(35,715

)

 

240,570

   

 

             

 

       

 

       

 

   

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

             

 

       

 

       

 

   

Current liabilities

 

 

             

 

       

 

       

 

   

Accounts payable and accrued expenses

 

$

125

 

1,991

 

2,116

 

(125

)(2)

 

1,991

 

(125

)(2)

 

1,991

 

(125

)(2)

 

1,991

Bank loans

 

 

 

7,275

 

7,275

 

 

 

7,275

 

 

 

7,275

 

 

 

7,275

Deferred revenue

 

 

 

57,197

 

57,197

 

 

 

57,197

 

 

 

57,197

 

 

 

57,197

Accrued expenses and other payables

 

 

 

15,455

 

15,455

 

 

 

15,455

 

 

 

15,455

 

 

 

15,455

Financial liabilities from
contracts with customers

 

 

 

72,870

 

72,870

 

 

 

72,870

 

 

 

72,870

 

 

 

72,870

Operating lease liabilities

 

 

 

21,586

 

21,586

 

 

 

21,586

 

 

 

21,586

 

 

 

21,586

Franchise tax payable

 

 

31

 

 

31

 

(31

)(2)

 

 

(31

)(2)

 

 

(31

)(2)

 

Income taxes payable

 

 

152

 

2,368

 

2,520

 

(152

)(2)

 

2,368

 

(152

)(2)

 

2,368

 

(152

)(2)

 

2,368

Due to related parties

 

 

85

 

145

 

230

 

(85

)(2)

 

145

 

(85

)(2)

 

145

 

(85

)(2)

 

145

Total current liabilities

 

 

393

 

178,887

 

179,280

 

(393

)

 

178,887

 

(393

)

 

178,887

 

(393

)

 

178,887

A-7

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2019 – (continued)
(in thousands)

             

Scenario 1

 

Scenario 2

 

Scenario 3

               

Assuming No
Redemption

 

Assuming Maximum
Redemption Condition

 

Assuming Maximum
Possible Redemption

   

EdtechX

 

Meten

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

 

Pro
Forma
Adjustments

 

Pro
Forma
Combined

Deferred underwriting fees

 

 

1,225

 

 

 

1,225

 

 

(1,225

)(3)

 

 

 

(1,225

)(3)

 

 

 

(1,225

)(3)

 

 

Deferred revenue

 

 

 

5,487

 

 

5,487

 

 

 

 

5,487

 

 

 

 

5,487

 

 

 

 

5,487

 

Deferred tax liabilities

 

 

 

2,076

 

 

2,076

 

 

 

 

2,076