EDTECHX HOLDINGS ACQUISITION CORP. II Item 7.01 Regulation FD Disclosure
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated investor presentation that will be used to discuss the transactions contemplated by the Merger Agreement (the "Transactions") with certain of Parent's stockholders and other persons interested in purchasing Parent's securities in connection with the transactions described therein.
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
Parent intends to hold presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Parent's securities, in connection with the proposed transactions with the Company. This Current Report on Form 8-K, including the exhibit hereto, may be distributed to participants at such presentations.
Parent intends to file a registration statement on Form S-4 with the
The documents filed by Parent with the
Participants in Solicitation
Parent, the Company, and certain of their respective directors and executive
officers, under
No Offer or Solicitation
This Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K and the exhibit hereto are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of Parent's and
the Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Parent and the Company. Some important factors that
could cause actual results to differ materially from those in any
forward-looking statements could include changes in domestic and foreign
business, market, financial, political and legal conditions. Further, these
forward-looking statements are subject to a number of risks and uncertainties,
including: the conditions to the completion of the Merger, including the
required approval by Parent's stockholders, may not be satisfied on the terms
expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing and completion of the Merger; the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement; the approval by Parent's stockholders of an
amendment to Parent's organizational documents to extend the date by which
Parent must complete its initial business combination in order to have adequate
time to close the proposed transaction; the outcome of any legal proceedings
that may be instituted against Parent related to the Merger or the Merger
Agreement; the amount of the costs, fees, expenses and other charges related to
the Merger; the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed business
combination; the ability to maintain the listing of Parent's securities on a
national securities exchange; the price of Parent's securities may be volatile
due to a variety of factors, including changes in the highly competitive
industries in which Parent plans to operate or the Company operates, variations
in operating performance across competitors, changes in laws and regulations
affecting Parent's or the Company's business and changes in the combined capital
structure; failure to realize the anticipated benefits of the proposed business
combination; the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and identify and
realize additional opportunities; risks relating to the uncertainty of the
projected financial information with respect to the Company; the Company's
ability to successfully expand its service offerings; risks that the proposed
transaction disrupts current plans and operations of the Company and potential
difficulties in Company employee retention as a result of the proposed
transaction; competition; the uncertain effects of the COVID-19 pandemic; and
those factors discussed in the Registration Statement, proxy
statement/prospectus, and other documents filed, or to be filed, by Parent with
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements reflect Parent's and the Company's expectations, plans or forecasts of future events and views only as of the date they are made. Parent and the Company anticipate that subsequent events and developments will cause Parent's and the Company's assessments to change. Parent and the Company may elect to update these forward-looking statements at some point in the future, Parent and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing Parent's and the Company's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Neither Parent nor the Company gives any assurance that either Parent or the Company or the combined company will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Any financial projections in this Current Report on Form 8-K or the exhibit hereto are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Parent's and the Company's control. While all projections are necessarily speculative, Parent and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this Current Report on Form 8-K should not be regarded as an indication that Parent and the Company, or their respective representatives and advisors, considered or consider the projections to be a reliable prediction of future events.
This Current Report on Form 8-K, including the exhibits hereto, is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Parent or the Company and is not intended to form the basis of an investment decision in Parent or the Company. All subsequent written and oral forward-looking statements concerning Parent and the Company, the proposed business combination or other matters and attributable to Parent, the Company, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 99.1 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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