SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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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. Date of Event Requiring Statement (Month/Day/Year) 12/10/2020	3. Issuer Name and Ticker or Trading Symbol EdtechX Holdings Acquisition Corp. II [ EDTXU ]
		4. 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	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	1,861,500(2)	(1)	I	By IBIS Capital Sponsor II LLC(3)
Class B Common Stock	(1)	(1)	Class A Common Stock	973,500	(1)	I	By IBIS Capital Sponsor II EdtechX LLC(4)
Warrant	(5)	(6)	Class A Common Stock	4,493,250(7)	$11.5	I	By IBIS Capital Sponsor II LLC(3)
Warrant	(5)	(6)	Class A Common Stock	486,750(8)	$11.5	I	By IBIS Capital Sponsor II EdtechX LLC(4)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Investment Officer

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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, subejct to adjustment.The Class B Common Stock has no expiration date.

2. Includes up to 375,000 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

3. These securities are owned directly by IBIS Capital Sponsor II LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II LLC, except to the extent of his pecuniary interest therein.

4. These securities are owned directly by IBIS Capital Sponsor II EdtechX LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II EdtechX LLC, except to the extent of his pecuniary interest therein.

5. 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.

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

7. Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II LLC irrevocably committed to purchase. Does not include up to 25,000 additional Warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

8. Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II EdtechX LLC irrevocably committed to purchase.

Remarks:

	/s/Benjamin Vedrenne-Cloquet	12/10/2020
	/s/ Charles McIntyre	12/10/2020
	IBIS Capital Sponsor II LLC, by Benjamin Vedrenne-Cloquet, Managing Member	12/10/2020
	IBIS Capital Sponsor II EdtechX LLC, by Benjamin Vedrenne-Cloquet, Managing Member	12/10/2020
	** Signature of Reporting Person	Date
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