EdtechX Holdings Acquisition Corp II (EDTX) Form 4/A EdtechX Holdings Acquisition Corp. II / Benjamin Vedrenne-Cloquet ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vedrenne-Cloquet Benjamin

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EdtechX Holdings Acquisition Corp. II [ EDTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0(2)	05/10/2022		J(1)		40,000		(2)	(2)	Class A common stock	40,000	$0(1)	1,013,500	I	By IBIS Capital Sponsor II EdtechX LLC
Warrants	$11.5	05/10/2022		J(1)		60,000(5)		(3)	(4)	Class A common stock	60,000	$0(1)	546,750	I	By IBIS Capital Sponsor II EdtechX LLC

1. Name and Address of Reporting Person^*

Vedrenne-Cloquet Benjamin

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McIntyre Charles

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IBIS Capital Sponsor II LLC

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IBIS Capital Sponsor II EdtechX LLC

(Last) (First) (Middle)

C/O IBIS CAPITAL LIMITED

22 SOHO SQUARE

(Street)

LONDON X0 W1D 4NS

(City) (State) (Zip)

Explanation of Responses:

1. These securities were transferred to the reporting person for no consideration.

2. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date.

3. Each Warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering.

4. Each Warrant will expire five years after the completion of an initial business combination.

5. This amendment is being filed to correct the number of warrants that were transferred to the reporting person. The Form 4 originally filed mistakenly reflected 20,000 warrants being transferred.

	/s/ Benjamin Vedrenne-Cloquet	05/16/2022
	/s/ Charles McIntyre	05/16/2022
	/s/ IBIS Capital Sponsor II LLC by Benjamin Vedrenne-Cloquet, Managing Member	05/16/2022
	/s/ IBIS Capital Sponsor II EdtechX LLC by Benjamin Vedrenne-Cloquet, Managing Member	05/16/2022
	** Signature of Reporting Person	Date
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