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



CUSIP No. 28139A102
Page  2 of  11 Pages
1
NAMES OF REPORTING PERSONS
 
 
BASSO SPAC FUND 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
 
 
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)
 
 
OO
 
 
 
 


CUSIP No. 28139A102
Page  3 of  11 Pages
1
NAMES OF REPORTING PERSONS
 
 
BASSO MANAGEMENT, 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
 
 
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)
 
 
OO
 
 
 
 


CUSIP No. 28139A102
Page  4 of  11 Pages

1
NAMES OF REPORTING PERSONS
 
 
BASSO CAPITAL MANAGEMENT, L.P.
 
 
 
 
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
 
 
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)
 
 
IA, PN
 
 
 
 


CUSIP No. 28139A102
Page  5 of  11 Pages
1
NAMES OF REPORTING PERSONS
 
 
BASSO 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
 
 
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)
 
 
OO, HC
 
 
 
 


CUSIP No. 28139A102
Page  6 of  11 Pages
1
NAMES OF REPORTING PERSONS
 
 
HOWARD I. FISCHER
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
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)
 
 
IN, HC
 
 
 
 


CUSIP No. 28139A102
Page  7 of  11 Pages
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
 
Item 2(a).
Name of Person Filing
 
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
 
 
i)
Basso SPAC Fund LLC (“Basso SPAC”);
 
ii)
Basso Management, LLC (“Basso Management”);
 
iii)
Basso Capital Management, L.P. (“BCM”);
 
iv)
Basso GP, LLC (“Basso GP”); and
 
v)
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.
 
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.
 
Item 2(c).
Citizenship:
 
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”)
 
Item 2(e).
CUSIP Number:
 
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.


CUSIP No. 28139A102
Page  8 of  11 Pages
Item 4.
Ownership:

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.
 
Item 10.
Certification:
 
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.
 

CUSIP No. 28139A102
Page  9 of  11 Pages
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
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Authorized Signatory
 
       
 
BASSO MANAGEMENT, LLC
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Member
 
       
 
BASSO CAPITAL MANAGEMENT, L.P.
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Chief Executive Officer & Founding Managing Partner
 
       
 
BASSO GP, LLC
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Member
 
       
 
HOWARD I. FISCHER
 
     
 
/s/ Howard I. Fischer
 
 
February 11, 2022


CUSIP No. 28139A102
Page  10 of  11 Pages
EXHIBIT INDEX
 
Ex.
 
Page No.
     
A
Joint Filing Agreement
11

CUSIP No. 28139A102
Page  11 of  11 Pages
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
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Authorized Signatory
 
       
 
BASSO MANAGEMENT, LLC
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Member
 
       
 
BASSO CAPITAL MANAGEMENT, L.P.
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Chief Executive Officer & Founding Managing Partner
 
       
 
BASSO GP, LLC
 
     
 
By:
/s/ Howard I. Fischer
 
   
Howard I. Fischer
 
   
Member
 
       
 
HOWARD I. FISCHER
 
     
 
/s/ Howard I. Fischer
 
 
February 11, 2022



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