Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:05PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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OMB APPROVAL OMB
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Number:........................ 3235-0058 Expires:....................... February 28, 2022 Estimated average burden Hours per form..................................... 2.50
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Washington,
D.C. 20549
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FORM
12b-25
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NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
001-39792
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CUSIP
NUMBER
28139A102
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(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐
Form N-CSR
For
Period Ended: March 31, 2021
☐ Transition Report on Form
10-K
☐ Transition Report on Form
20-F
☐ Transition Report on Form
11-K
☐ Transition Report on Form
10-Q
☐ Transition Report on Form
N-SAR
For
the Transition Period Ended: ______________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART
I – REGISTRANT INFORMATION
EdtechX
Holdings Acquisition Corp. II
Full
Name of Registrant
N/A
Former
Name if Applicable
22
Soho Square
Address
of Principal Executive Office (Street and Number)
London,
W1D 4NS, United Kingdom
City,
State and Zip Code
PART
II – RULES 12b-25 (b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)
On
April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“SEC Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their
warrants. EdtechX Holdings Acquisition Corp. II (the “Company”) is in the process of fully re-evaluating the accounting treatment
of its public and private placement warrants as equity, and determining whether, based on the SEC Statement, the Public and Private Placement
Warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments
recorded in earnings at each reporting period.
Based
on the foregoing, the Company is unable to complete and file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 without
unreasonable effort and expense.
PART
IV – OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification
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Benjamin Vedrenne-Cloquet
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(44) 207
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070-7080
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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☒ Yes ☐ No
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
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☐ Yes ☒ No
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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EdtechX
Holdings Acquisition Corp. II
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May
17, 2021
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By:
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/s/ Benjamin
Vedrenne-Cloquet
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Benjamin Vedrenne-Cloquet,
Chief Executive Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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3
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