Statement of Ownership (sc 13g)
June 28 2021 - 04:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO § 240.13d-2
(Amendment No. __)*
|
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) |
| |
|
June 18, 2021 |
| (Date of Event Which Requires Filing of the
Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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.
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).
|
CUSIP
No. 28139A102 |
13G |
Page 2 of
13
Pages |
|
1 |
NAME OF REPORTING PERSONS
Citadel Advisors LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
550,000 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%1
|
|
12. |
TYPE OF REPORTING PERSON
IA; OO; HC
|
| |
|
|
|
|
1 |
The percentages reported in this Schedule 13G are based upon
11,500,000 shares of Class A common stock outstanding as of
February 16, 2021 (according to the issuer’s Form 10-Q as filed
with the Securities and Exchange Commission on February 16, 2021).
Except as described in the preceding sentence, all share numbers
for the holdings of the reporting persons reported in this Schedule
13G are as of the opening of the market on June 28, 2021. |
|
CUSIP
No. 28139A102 |
13G |
Page 3 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Advisors Holdings LP
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
550,000 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
|
12. |
TYPE OF REPORTING PERSON
PN; HC
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 4 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel GP LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
550,000 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
|
|
12. |
TYPE OF REPORTING PERSON
OO; HC
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 5 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Securities LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
25,802 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12. |
TYPE OF REPORTING PERSON
BD; OO
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 6 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
CALC IV LP
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
25,802 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12. |
TYPE OF REPORTING PERSON
PN; HC
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 7 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Securities GP LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
25,802 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|
12. |
TYPE OF REPORTING PERSON
OO; HC
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 8 of
13
Pages |
|
1. |
NAME OF REPORTING PERSONS
Kenneth Griffin
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
575,802 shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
|
12. |
TYPE OF REPORTING PERSON
IN; HC
|
| |
|
|
|
|
CUSIP
No. 28139A102 |
13G |
Page 9 of
13
Pages |
|
Item 1(a). |
Name of
Issuer: |
EdtechX Holdings Acquisition Corp.
II
|
Item 1(b). |
Address of Issuer’s Principal
Executive Offices: |
22 Soho Square, London, W1D 4NS,
United Kingdom
|
Item 2(a). |
Name of Person
Filing: |
This Schedule 13G is being jointly filed by Citadel Advisors LLC
(“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel
GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC
IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth
Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel
Securities, CALC4 and CSGP, the “Reporting Persons”) with respect
to shares of Class A common stock of the above-named issuer owned
by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman
Islands company (“CM”), and Citadel Securities.
Citadel Advisors is the portfolio manager for CM. CAH is the sole
member of Citadel Advisors. CGP is the general partner of CAH.
CALC4 is the non-member manager of Citadel Securities. CSGP is the
general partner of CALC4. Mr. Griffin is the President and Chief
Executive Officer of CGP, and owns a controlling interest in CGP
and CSGP.
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities
actually owned by such person (if any).
|
Item 2(b). |
Address of Principal Business
Office or, if none, Residence: |
The address of the principal business
office of each of the Reporting Persons is 131 S. Dearborn Street,
32nd Floor, Chicago, Illinois 60603.
Each of Citadel Advisors, CGP,
Citadel Securities and CSGP is organized as a limited liability
company under the laws of the State of Delaware. Each of
CALC4 and CAH is organized as a limited partnership under the laws
of the State of Delaware. Mr. Griffin is a U.S.
citizen.
|
Item 2(d). |
Title of Class of
Securities: |
Class A common stock, par value
$0.0001 per share
28139A102
|
CUSIP
No. 28139A102 |
13G |
Page 10 of
13
Pages |
|
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: |
|
|
(a) |
¨ |
Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o); |
|
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c); |
|
|
(c) |
¨ |
Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
(d) |
¨ |
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
|
|
(e) |
¨ |
An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
|
|
(f) |
¨ |
An employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
|
(g) |
¨ |
A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
|
(h) |
¨ |
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
|
|
(i) |
¨ |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act (15 U.S.C. 80a-3); |
|
|
(j) |
¨ |
A non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J); |
|
|
(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:
____________.
|
A. |
Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel
GP LLC |
|
(a) |
Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and
Citadel GP LLC may be deemed to beneficially own 550,000 shares of
Class A common stock. |
|
(b) |
The number of shares that each of Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to
beneficially own constitutes approximately 4.8% of the Class A
common stock outstanding. |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
sole power to vote or to direct the vote: 0 |
|
(ii) |
shared power to vote or to direct the vote: 550,000 |
|
(iii) |
sole power to dispose or to direct the disposition of: 0 |
|
(iv) |
shared power to dispose or to direct the disposition of:
550,000 |
|
CUSIP
No. 28139A102 |
13G |
Page 11 of
13
Pages |
|
B. |
Citadel Securities LLC |
|
(a) |
Citadel Securities LLC may be deemed to beneficially own 25,802
shares of Class A common stock. |
|
(b) |
The number of shares that Citadel Securities LLC may be deemed
to beneficially own constitutes approximately 0.2% of the Class A
common stock outstanding. |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
sole power to vote or to direct the vote: 0 |
|
(ii) |
shared power to vote or to direct the vote: 25,802 |
|
(iii) |
sole power to dispose or to direct the disposition of: 0 |
|
(iv) |
shared power to dispose or to direct the disposition of:
25,802 |
|
C. |
CALC IV LP and Citadel Securities GP LLC |
|
(a) |
Each of CALC IV LP and Citadel Securities GP LLC may be deemed
to beneficially own 25,802 shares of Class A common stock. |
|
(b) |
The number of shares that each of CALC IV LP and Citadel
Securities GP LLC may be deemed to beneficially own constitutes
approximately 0.2% of the Class A common stock outstanding. |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
sole power to vote or to direct the vote: 0 |
|
(ii) |
shared power to vote or to direct the vote: 25,802 |
|
(iii) |
sole power to dispose or to direct the disposition of: 0 |
|
(iv) |
shared power to dispose or to direct the disposition of:
25,802 |
|
CUSIP
No. 28139A102 |
13G |
Page 12 of
13
Pages |
|
(a) |
Mr. Griffin may be deemed to beneficially own 575,802 shares of
Class A common stock. |
|
(b) |
The number of shares that Mr. Griffin may be deemed to
beneficially own constitutes approximately 5.0% of the Class A
common stock outstanding. |
|
(c) |
Number of shares as to which such person has: |
|
(i) |
sole power to vote or to direct the vote: 0 |
|
(ii) |
shared power to vote or to direct the vote: 575,802 |
|
(iii) |
sole power to dispose or to direct the disposition of: 0 |
|
(iv) |
shared power to dispose or to direct the disposition of:
575,802 |
|
Item 5. |
Ownership of Five 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. ¨
|
Item 6. |
Ownership of More Than Five
Percent on Behalf of Another Person: |
Not Applicable
|
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company: |
See Item 2 above
|
Item 8. |
Identification and
Classification of Members of the Group: |
Not Applicable
|
Item 9. |
Notice of Dissolution of
Group: |
Not Applicable
By signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not 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.
|
CUSIP
No. 28139A102 |
13G |
Page 13 of
13
Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated this 28th day of June, 2021.
| CITADEL SECURITIES LLC |
|
CITADEL ADVISORS LLC |
|
| |
|
|
|
|
|
| By: |
/s/ Guy Miller |
|
By: |
/s/ Gregory Johnson |
|
| |
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
| |
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| CALC IV LP |
|
CITADEL ADVISORS HOLDINGS LP |
|
| |
|
|
|
|
|
| By: |
/s/ Guy Miller |
|
By: |
/s/ Gregory Johnson |
|
| |
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
| |
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| CITADEL SECURITIES GP LLC |
|
CITADEL GP LLC |
|
| |
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| By: |
/s/ Guy Miller |
|
By: |
/s/ Gregory Johnson |
|
| |
Guy Miller, Authorized Signatory |
|
|
Gregory Johnson, Authorized Signatory |
|
| |
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|
KENNETH GRIFFIN |
|
| |
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| |
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By: |
/s/ Gregory Johnson |
|
| |
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Gregory Johnson, attorney-in-fact* |
|
|
* |
Gregory Johnson is signing on behalf of Kenneth Griffin as
attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby
incorporated by reference herein. The power of attorney was filed
as an attachment to a filing by Citadel Advisors LLC on Schedule
13G for Jaws Acquisitions Corp. on February 1, 2021. |
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