Amended Statement of Ownership (sc 13g/a)
February 22 2021 - 03:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
EdtechX Holdings Acquisition Corp. II
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER
SHARE
(Title of Class of Securities)
28139A102**
(CUSIP Number)
February 17, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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(1) |
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Names of reporting persons
Sculptor Capital LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
600,000
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
600,000
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(9) |
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Aggregate amount beneficially owned by each reporting
person
600,000
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
5.22%
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(12) |
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Type of reporting person (see instructions)
IA
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(1) |
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Names of reporting persons
Sculptor Capital Holding Corp.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
600,000
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
600,000
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(9) |
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Aggregate amount beneficially owned by each reporting
person
600,000
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
5.22%
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(12) |
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Type of reporting person (see instructions)
CO
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(1) |
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Names of reporting persons
Sculptor Capital Management, Inc.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
600,000
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
600,000
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(9) |
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Aggregate amount beneficially owned by each reporting
person
600,000
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
5.22%
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(12) |
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Type of reporting person (see instructions)
CO
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(1) |
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Names of reporting persons
Sculptor Master Fund, Ltd.
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
600,000
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
600,000
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(9) |
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Aggregate amount beneficially owned by each reporting
person
600,000
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
5.22%
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(12) |
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Type of reporting person (see instructions)
CO
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(1) |
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Names of reporting persons
Sculptor Special Funding, LP
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(2) |
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Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b) ☒
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(3) |
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SEC use only
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(4) |
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) |
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Sole voting power
0
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(6) |
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Shared voting power
600,000
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(7) |
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Sole dispositive power
0
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(8) |
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Shared dispositive power
600,000
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(9) |
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Aggregate amount beneficially owned by each reporting
person
600,000
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(10) |
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Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
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(11) |
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Percent of class represented by amount in Row (9)
5.22%
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(12) |
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Type of reporting person (see instructions)
CO
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• |
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Sculptor Capital LP (“Sculptor”), a Delaware limited
partnership, is the principal investment manager to a number of
investment funds and discretionary accounts (collectively, the
“Accounts”).
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• |
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Sculptor Capital Holding Corporation (“SCHC”), a Delaware
corporation, serves as the general partner of Sculptor. The Common
Stock reported in this Schedule 13G are held in the Accounts
managed by Sculptor.
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• |
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Sculptor Capital Management, Inc. (“SCU”), a Delaware limited
liability company, is a holding company that is the sole
shareholder of SCHC.
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Sculptor Master Fund, Ltd. (“SCMF”) is a Cayman Islands
company.
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Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands
exempted limited partnership.
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The address of the principal business office of Sculptor, SCHC,
and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019.
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The address of the principal business office of SCMF and NRMD is
c/o State Street (Cayman) Trust, Limited, P.O. Box 896, Suite 3307,
Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman
Islands KY1-1103.
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SCHEDULE 13G
Item 1(a) Name of issuer:
EdtechX Holdings Acquisition Corp. II (the “Issuer”)
Item 1(b) Address of issuer’s principal executive
offices:
c/o IBIS Capital Limited
22 Soho Square
London, W1D 4NS
United Kingdom
2(a) Name of person filing:
Sculptor Capital LP
2(b) Address or principal business office or, if none,
residence:
9 West 57th
Street, New York, New York 10019
2(c) Citizenship:
Delaware
2(d) Title of class of securities:
Class A Common Stock, par value $ 0.0001 per share (the
“Common Stock”)
2(e) CUSIP No.:
28139A102
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Item 3. |
If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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☐ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
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☐ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
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☐ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
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☐ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
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☒ An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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☐ An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
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☐ A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
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☐ A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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☐ A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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☐ A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J);
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| (k) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount beneficially owned: 600,000
(b) Percent of class: 5.22%
SCHEDULE 13G
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0.
(ii) Shared power to vote or to direct the vote
600,000.
(iii) Sole power to dispose or to direct the disposition of
0.
(iv) Shared power to dispose or to direct the disposition of
600,000.
Sculptor serves as the principal investment manager to the Accounts
and thus may be deemed to be the beneficial owner of the Common
Stock of the Issuer held in the Accounts managed by Sculptor. SCHC
serves as the sole general partner of Sculptor. As such, SCHC may
be deemed to control Sculptor and, therefore, may be deemed to be
the beneficial owner of the Common Stock reported in this Schedule
13G. SCU is the sole shareholder of SCHC, and, for purposes of this
Schedule 13G, may be deemed to be the beneficial owner of the
Common Stock reported in this Schedule 13G.
The percentages used in this Item 4 are calculated based on
11,500,000 shares of Common Stock outstanding after completion of
the initial public offering, as reported in the Issuer’s Form
10-Q for the period ended
December 31, 2020 filed February 16, 2021.
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Item 5. |
Ownership of 5 Percent or Less of a
Class. If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than 5 percent of the class of
securities, check the following ☐.
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Dissolution of a group requires a response to this item.
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Item 6. |
Ownership of More than 5 Percent on Behalf of
Another Person.
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See Item 4.
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Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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N/A
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Item 8. |
Identification and Classification of Members of
the Group.
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See Item 4.
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Item 9. |
Notice of Dissolution of Group.
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N/A
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect other
than activities solely in connection with a nomination under
§240.14a-11.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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| Date: |
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February 22, 2021 |
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Signature: |
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/s/ Wayne Cohen |
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Name: |
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Wayne Cohen |
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Title: |
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President & Chief Operating Officer |
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SCULPTOR CAPITAL LP |
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By: |
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/s/ Wayne Cohen |
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Wayne Cohen
President & Chief Operating Officer
SCULPTOR CAPITAL HOLDING CORPORATION
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By: |
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/s/ Wayne Cohen |
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Wayne Cohen
President & Chief Operating Officer
SCULPTOR CAPITAL MANAGEMENT, INC.
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By: |
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/s/ Wayne Cohen |
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Wayne Cohen
President & Chief Operating Officer
SCULPTOR MASTER FUND, LTD.
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By: |
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/s/ Wayne Cohen |
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Wayne Cohen
President & Chief Operating Officer
SCULPTOR SPECIAL FUNDING, LP
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