Amended Statement of Changes in Beneficial Ownership (4/a)
May 16 2022 - 11:03AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
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1. Name
and Address of Reporting Person * Vedrenne-Cloquet
Benjamin |
2. Issuer Name and Ticker or Trading
Symbol EdtechX Holdings Acquisition Corp. II [ EDTX
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O IBIS CAPITAL LIMITED, 22 SOHO SQUARE |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/10/2022
|
(Street)
LONDON, X0 W1D 4NS
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/11/2022
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock |
$0 (2) |
5/10/2022 |
|
J (1) |
|
40000 |
|
(2) |
(2) |
Class A common stock |
40000 |
$0 (1) |
1013500 |
I |
By IBIS Capital Sponsor II EdtechX
LLC |
Warrants |
$11.50 |
5/10/2022 |
|
J (1) |
|
60000 (5) |
|
(3) |
(4) |
Class A common stock |
60000 |
$0 (1) |
546750 |
I |
By IBIS Capital Sponsor II EdtechX
LLC |
Explanation of
Responses: |
(1) |
These securities were
transferred to the reporting person for no
consideration. |
(2) |
The Class B Common Stock
will automatically convert into Class A Common Stock at the time of
the Issuer's initial business combination on a one-for-one basis,
subject to adjustment. The Class B Common Stock has no expiration
date. |
(3) |
Each Warrant will become
exercisable on the later of 30 days after the completion of an
initial business combination or twelve months from the closing of
the Issuer's initial public offering. |
(4) |
Each Warrant will expire
five years after the completion of an initial business
combination. |
(5) |
This amendment is being
filed to correct the number of warrants that were transferred to
the reporting person. The Form 4 originally filed mistakenly
reflected 20,000 warrants being transferred. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Vedrenne-Cloquet Benjamin
C/O IBIS CAPITAL LIMITED
22 SOHO SQUARE
LONDON, X0 W1D 4NS |
X |
X |
Chief Executive Officer |
|
McIntyre Charles
C/O IBIS CAPITAL LIMITED
22 SOHO SQUARE
LONDON, X0 W1D 4NS |
X |
X |
Chairman and Chief Investment |
|
IBIS Capital Sponsor II LLC
C/O IBIS CAPITAL LIMITED
22 SOHO SQUARE
LONDON, X0 W1D 4NS |
|
X |
|
|
IBIS Capital Sponsor II EdtechX LLC
C/O IBIS CAPITAL LIMITED
22 SOHO SQUARE
LONDON, X0 W1D 4NS |
|
X |
|
|
Signatures
|
/s/ Benjamin Vedrenne-Cloquet |
|
5/16/2022 |
**Signature of
Reporting Person |
Date |
/s/ Charles McIntyre |
|
5/16/2022 |
**Signature of
Reporting Person |
Date |
/s/ IBIS Capital Sponsor II LLC by Benjamin
Vedrenne-Cloquet, Managing Member |
|
5/16/2022 |
**Signature of
Reporting Person |
Date |
/s/ IBIS Capital Sponsor II EdtechX LLC by
Benjamin Vedrenne-Cloquet, Managing Member |
|
5/16/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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