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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 03/03/2022
	4. 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 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
Class A Common Stock	11/15/2022		C		1,075,475	A	$0	1,075,475	I	by IBIS Capital Sponsor II LLC(1)
Class A Common Stock	11/15/2022		C		1,013,500	A	$0	1,013,500	I	by IBIS Capital Sponsor II EdtechX LLC(2)

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(3)	03/03/2022		G			786,025	(3)	(3)	Class A Common Stock	786,025	$0(4)	1,075,475	I	by IBIS Capital Sponsor II LLC(1)
Class B Common Stock	$0(3)	11/15/2022		C			1,075,475	(3)	(3)	Class A Common Stock	1,075,475	$0(3)	0	I	by IBIS Capital Sponsor II LLC(1)
Class B Common Stock	$0(3)	11/15/2022		C			1,013,500	(3)	(3)	Class A Common Stock	1,013,500	$0(3)	0	I	by IBIS Capital Sponsor II EdtechX LLC(2)
Warrants	$11.5	03/03/2022		G			2,035,518	(5)	(6)	Class A Common Stock	2,035,518	$0(4)	2,457,732	I	by IBIS Capital Sponsor II LLC(1)
Warrants	$11.5							(5)	(6)	Class A Common Stock	546,750		546,750	I	by IBIS Capital Sponsor II EdtechX LLC(2)

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 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 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)

Explanation of Responses:

1. 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.

2. 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.

3. The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date.

4. These securities were transferred by IBIS Capital Sponsor II LLC for no consideration.

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.

	/s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II LLC	11/15/2022
	/s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II EdtechX LLC	11/15/2022
	/s/ Benjamin Vedrenne-Cloquet	11/15/2022
	/s/ Charles McIntyre	11/15/2022
	** Signature of Reporting Person	Date
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