UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
December 31, 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.
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).
Continued on
following pages
Page
1 of 11
Pages
Exhibit
Index: Page 10
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1
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NAMES OF REPORTING
PERSONS
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BASSO SPAC FUND LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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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
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0
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6
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SHARED VOTING
POWER
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991,056
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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991,056
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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991,056
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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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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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8.62%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING
PERSONS
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BASSO MANAGEMENT, LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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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
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|
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0
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6
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SHARED VOTING
POWER
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991,056
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|
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7
|
SOLE DISPOSITIVE
POWER
|
|
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|
0
|
|
|
|
|
|
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8
|
SHARED DISPOSITIVE
POWER
|
|
|
|
991,056
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|
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|
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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991,056
|
|
|
|
|
|
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10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
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|
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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8.62%
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|
|
|
|
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
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|
OO
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1
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NAMES OF REPORTING
PERSONS
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BASSO CAPITAL MANAGEMENT, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
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(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
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Delaware
|
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|
|
|
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING
POWER
|
|
|
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0
|
|
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6
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SHARED VOTING
POWER
|
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991,056
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|
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7
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SOLE DISPOSITIVE
POWER
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0
|
|
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|
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|
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8
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SHARED DISPOSITIVE
POWER
|
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|
991,056
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|
|
|
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|
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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991,056
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
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8.62%
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|
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF REPORTING
PERSONS
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BASSO GP, LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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|
|
(a)☐
|
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(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
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Delaware
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|
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING
POWER
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0
|
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6
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SHARED VOTING
POWER
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991,056
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7
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SOLE DISPOSITIVE
POWER
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0
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8
|
SHARED DISPOSITIVE
POWER
|
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|
991,056
|
|
|
|
|
|
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9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
991,056
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
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8.62%
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|
|
|
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|
12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO, HC
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1
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NAMES OF REPORTING
PERSONS
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HOWARD I. FISCHER
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
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(a)☐
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(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
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United States
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|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
|
991,056
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE
POWER
|
|
|
|
991,056
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
991,056
|
|
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
8.62%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
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IN, HC
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Item 1(a). |
Name of
Issuer:
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EdtechX Holdings Acquisition Corp. II (the “Issuer”)
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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c/o
IBIS Capital Limited, 22 Soho Square, London, W1D 4NS, United
Kingdom
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Item 2(a). |
Name of Person
Filing
|
This
Statement is filed on behalf of the following persons
(collectively, the “Reporting Persons”):
| |
i)
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Basso SPAC Fund LLC (“Basso
SPAC”);
|
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ii)
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Basso Management, LLC (“Basso
Management”);
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iii)
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Basso Capital Management, L.P.
(“BCM”);
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iv)
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Basso GP, LLC (“Basso GP”);
and
|
| |
v)
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Howard I. Fischer (“Mr.
Fischer”).
|
This
Statement relates to Shares (as defined herein) directly
beneficially owned by Basso SPAC. Basso Management is the manager
of Basso SPAC. BCM serves as the investment manager of Basso SPAC.
Basso GP is the general partner of BCM. Mr. Fischer is the
principal portfolio manager for Basso SPAC, the Chief Executive
Officer and a Founding Managing Partner of BCM, and a member of
each of Basso Management and Basso GP. Accordingly, each of Basso
Management, BCM, Basso GP and Mr. Fischer may be deemed to
indirectly beneficially own the Shares reported herein.
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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 1266 East Main Street, Fourth Floor, Stamford,
Connecticut 06902.
Each
of Basso SPAC, Basso Management, and Basso GP is a Delaware limited
liability company. BCM is a Delaware limited partnership. Mr.
Fischer is a citizen of the United States.
|
Item 2(d). |
Title of Class
of Securities:
|
Class A Common Stock, par value $0.0001 per share (the
“Shares”)
28139A102
|
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:
|
This
Item 3 is not applicable.
|
Item 4(a). |
Amount
Beneficially Owned:
|
As of December
31, 2021, each of the Reporting Persons may be deemed the
beneficial owner of 991,056 Shares. This amount consists of
(i) 803,430 Shares and (ii) 187,626 Shares underlying units
(“Units”). This amount excludes the rights to receive Shares
(“Rights”) and warrants to purchase Shares (“Warrants”), if any,
underlying any Units and/or held directly by the Reporting Persons,
because the Reporting Persons do not have the right to acquire the
Shares underlying the Rights or Warrants within 60 days.
|
Item 4(b). |
Percent of
Class:
|
As of December
31, 2021, each of the Reporting Persons may be deemed the
beneficial owner of approximately 8.62% of Shares outstanding.
(There were 11,500,000 Shares outstanding as of November 22, 2021,
according to the Issuer’s Form 10-Q, filed on November 22,
2021.)
|
Item 4(c). |
Number of
Shares as to which such person has:
|
|
(i) Sole power to vote or direct
the vote:
|
0
|
|
(ii) Shared power to vote or
direct the vote:
|
991,056
|
|
(iii) Sole power to dispose or
direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or
direct the disposition of:
|
991,056
|
|
Item 5. |
Ownership of
Five Percent or Less of a Class:
|
This
Item 5 is not applicable.
|
Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person:
|
This
Item 6 is not applicable.
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control
Person:
|
See
disclosure in Item 2 hereof.
|
Item 8. |
Identification
and Classification of Members of the Group:
|
This
Item 8 is not applicable.
|
Item 9. |
Notice of
Dissolution of Group:
|
This
Item 9 is 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, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
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.
| |
BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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BASSO CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Howard I. Fischer
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| |
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Howard I. Fischer
|
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Chief Executive Officer &
Founding Managing Partner
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BASSO GP,
LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
|
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HOWARD I.
FISCHER
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/s/ Howard I. Fischer
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February 11, 2022
EXHIBIT INDEX
|
Ex.
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Page
No.
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| |
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|
A
|
Joint Filing Agreement
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11
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JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with
respect to the common stock of EdtechX Holdings Acquisition Corp.
II dated as of February 11, 2022 is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
| |
BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
|
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BASSO CAPITAL
MANAGEMENT, L.P.
|
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By:
|
/s/ Howard I. Fischer
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Howard I. Fischer
|
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|
Chief Executive Officer &
Founding Managing Partner
|
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BASSO GP,
LLC
|
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|
|
|
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
|
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| |
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Member
|
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|
| |
HOWARD I.
FISCHER
|
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/s/ Howard I. Fischer
|
|
February 11, 2022
